Bicyclic dione compounds as inhibitors of kras

ABSTRACT

Disclosed are compounds of Formula I, methods of using the compounds for inhibiting KRAS activity and pharmaceutical compositions comprising such compounds. The compounds are useful in treating, preventing or ameliorating diseases or disorders associated with KRAS activity such as cancer.

RELATED APPLICATIONS

This application claims priority to U.S. Provisional Application No. 63/086,776 filed Oct. 2, 2020, the entire content of which is hereby incorporated by reference in its entirety.

FIELD OF THE INVENTION

The disclosure provides compounds as well as their compositions and methods of use. The compounds modulate KRAS activity and are useful in the treatment of various diseases including cancer.

BACKGROUND OF THE INVENTION

Ras proteins are part of the family of small GTPases that are activated by growth factors and various extracellular stimuli. The Ras family regulates intracellular signaling pathways responsible for growth, migration, survival and differentiation of cells. Activation of RAS proteins at the cell membrane results in the binding of key effectors and initiation of a cascade of intracellular signaling pathways within the cell, including the RAF and PI3K kinase pathways. Somatic mutations in RAS may result in uncontrolled cell growth and malignant transformation while the activation of RAS proteins is tightly regulated in normal cells (Simanshu, D. et al. Cell 170.1 (2017): 17-33).

The Ras family is comprised of three members: KRAS, NRAS and HRAS. RAS mutant cancers account for about 25% of human cancers. KRAS is the most frequently mutated isoform accounting for 85% of all RAS mutations whereas NRAS and HRAS are found mutated in 12% and 3% of all Ras mutant cancers respectively (Simanshu, D. et al. Cell 170.1 (2017): 17-33). KRAS mutations are prevalent amongst the top three most deadly cancer types: pancreatic (97%), colorectal (44%), and lung (30%) (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51). The majority of RAS mutations occur at amino acid residue 12, 13, and 61. The frequency of specific mutations varies between RAS gene isoforms and while G12 and Q61 mutations are predominant in KRAS and NRAS respectively, G12, G13 and Q61 mutations are most frequent in HRAS. Furthermore, the spectrum of mutations in a RAS isoform differs between cancer types. For example, KRAS G12D mutations predominate in pancreatic cancers (51%), followed by colorectal adenocarcinomas (45%) and lung cancers (17%) while KRAS G12 V mutations are associated with pancreatic cancers (30%), followed by colorectal adenocarcinomas (27%) and lung adenocarcinomas (23%) (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51). In contrast, KRAS G12C mutations predominate in non-small cell lung cancer (NSCLC) comprising 11-16% of lung adenocarcinomas, and 2-5% of pancreatic and colorectal adenocarcinomas (Cox, A. D. et al. Nat. Rev. Drug Discov. (2014) 13:828-51). Genomic studies across hundreds of cancer cell lines have demonstrated that cancer cells harboring KRAS mutations are highly dependent on KRAS function for cell growth and survival (McDonald, R. et al. Cell 170 (2017): 577-592). The role of mutant KRAS as an oncogenic driver is further supported by extensive in vivo experimental evidence showing mutant KRAS is required for early tumour onset and maintenance in animal models (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51).

Taken together, these findings suggest that KRAS mutations play a critical role in human cancers; development of inhibitors targeting mutant KRAS may therefore be useful in the clinical treatment of diseases that are characterized by a KRAS mutation.

SUMMARY

The present disclosure provides, inter alia, a compound of Formula I:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

The present disclosure further provides a pharmaceutical composition comprising a compound of the disclosure, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient.

The present disclosure further provides methods of inhibiting KRAS activity, which comprises administering to an individual a compound of the disclosure, or a pharmaceutically acceptable salt thereof. The present disclosure also provides uses of the compounds described herein in the manufacture of a medicament for use in therapy. The present disclosure also provides the compounds described herein for use in therapy.

The present disclosure further provides methods of treating a disease or disorder in a patient comprising administering to the patient a therapeutically effective amount of a compound of the disclosure, or a pharmaceutically acceptable salt thereof.

DETAILED DESCRIPTION Compounds

In an aspect, provided herein is a compound of Formula I:

or a pharmaceutically acceptable salt thereof,

wherein:

X is N or CR⁵;

R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰;

Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

-   -   when X is N, then

R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

when X is CR⁵, then

R³ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-membered heteroaryl; wherein said C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

R⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰;

R⁵ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5), C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5), NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²;

each R¹² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a12), SR^(a12), C(O)R^(b12), C(O)NR^(c12)R^(d12), C(O)OR^(a12), OC(O)R^(b12), OC(O)NR^(c12)R^(d12), NR^(c12)R^(d12), NR^(c12)C(O)R^(b12), NR^(c12)C(O)OR^(a12), NR^(c12)C(O)NR^(c12)R^(d12), NR^(c12)S(O)R^(b12), NR^(c12)S(O)₂R^(b12), NR^(c12)S(O)₂NR^(c12)R^(d12), S(O)R^(b12), S(O)NR^(c12)R^(d12), S(O)₂R^(b12), S(O)₂NR^(c12)R^(d12), and BR^(h12)R^(i12); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b2)C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21), OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b21), NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21), NR^(c21)S(O)R^(b21), NR^(c21)S(O)₂R^(b21), NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)R^(b21), S(O)NR^(c21)R^(d21), S(O)₂R^(b21), S(O)₂NR^(c21)R^(d21), and BR^(h21)R^(i21); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²;

each R²² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a22), SR^(a22), C(O)R^(b22), C(O)NR^(c22)R^(d22), C(O)OR^(a22), OC(O)R^(b22), OC(O)NR^(c22)R^(d22), NR^(c22)R^(d22), NR^(c22)C(O)R^(b22), NR^(c22)C(O)OR^(a22), NR^(c22)C(O)NR^(c22)R^(d22), NR^(c22)S(O)R^(b22), NR^(c22)S(O)₂R^(b22), NR^(c22)S(O)₂NR^(c22)R^(d22), S(O)R^(b22), S(O)NR^(c22)R^(d22), S(O)₂R^(b22), S(O)₂NR^(c22)R^(d22), and BR^(h22)R^(i22); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i3)°; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C⁶⁻¹⁰ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)R^(a31), NR^(c31)C(O)NR^(c31)R^(d3)NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²;

each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32), SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32), OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32), NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32), NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32), NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32), S(O)NR^(c32)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and BR^(h32)R^(i32); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a40), SR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), OC(O)R^(b40), OC(O)NR^(c40)R^(d40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), NR^(c40)C(O)OR^(a40), NR^(c40)C(O)NR^(c40)R^(d40), NR^(c40)S(O)R^(b40), NR^(c40)S(O)₂R^(b40), NR^(c40)S(O)₂NR^(c40)R^(d40), S(O)R^(b40), S(O)NR^(c40)R^(d40), S(O)₂R^(b40), S(O)₂NR^(c40)R^(d40), and BR^(h40)R^(i40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

-   -   each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆         alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀         aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl,         halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41),         C(O)NR^(c41)R^(d41), C(O)OR^(a41), OC(O)R^(b41),         OC(O)NR^(c41)R^(d41), NR^(c41)R^(d41), NR^(c41)C(O)R^(b41),         NR^(c41)C(O)OR^(a41), NR^(c41)C(O)NR^(c41)R^(d41),         NR^(o41)S(O)R^(b41), NR^(c41)S(O)₂R^(b41),         NR^(c41)S(O)₂NR^(c41)R^(d41), S(O)R^(b41), S(O)NR^(c41)R^(d41),         S(O)₂R^(b41), S(O)₂NR^(c41)R^(d41), and BR^(h41)R^(i41); wherein         said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl,         C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered         heterocycloalkyl, are each optionally substituted with 1, 2, 3,         or 4 substituents independently selected from R⁴²;

each R⁴² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a42), SR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), OC(O)R^(b42), OC(O)NR^(c42)R^(d42), NR^(c42)R^(d42), NR^(c42)C(O)R^(b42), NR^(c42)C(O)OR^(a42), NR^(c42)C(O)NR^(c42)R^(d42), NR^(c42)S(O)R^(b42), NR^(c42)S(O)₂R^(b42), NR^(c42)S(O)₂NR^(c42)R^(d42), S(O)R^(b42), S(O)NR^(c42)R^(d42), S(O)₂R^(b42), S(O)₂NR^(c42)R^(d42), and BR^(h42)R^(i42); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a50), SR^(a50), C(O)R^(b50), C(O)NR^(c50)R^(d50), C(O)OR^(a50), OC(O)R^(b50), OC(O)NR^(c50)R^(d50), NR^(c50)R^(d50), NR^(c50)C(O)R^(b50), NR^(c50)C(O)OR^(a50), NR^(c50)C(O)NR^(c50)R^(d50), NR^(c50)S(O)R^(b50), NR^(c50)S(O)₂R^(b50), NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)R^(b50), S(O)NR^(c50)R^(d50), S(O)₂R^(b50), S(O)₂NR^(c50)R^(d50), and BR^(h50)R^(i50); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵¹;

each R⁵¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a51), SR^(a51), C(O)R^(b51), C(O)NR^(c51)R^(d51), C(O)OR^(a51), OC(O)R^(b51), OC(O)NR^(c51)R^(d51), NR^(c51)R^(d51), NR^(c51)C(O)R^(b51), NR^(c51)C(O)OR^(a51), NR^(c51)C(O)NR^(c51)R^(d51), NR^(c51)S(O)R^(b51), NR^(c51)S(O)₂R^(b51), NR^(c51)S(O)₂NR^(c51)R^(d51), S(O)R^(b51), S(O)NR^(c51)R^(d5)S(O)₂R^(b51), S(O)₂NR^(c51)R^(d51), and BR^(h51)R^(i51); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵²;

each R⁵² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a52), SR^(a52), C(O)R^(b52), C(O)NR^(c52)R^(d52), C(O)OR^(a52), OC(O)R^(b52), OC(O)NR^(c52)R^(d52), NR^(c52)R^(d52), NR^(c52)C(O)R^(b52), NR^(c52)C(O)OR^(a52), NR^(c52)C(O)NR^(c52)R^(d52), NR^(c52)S(O)R^(b52), NR^(c52)S(O)₂R^(b52), NR^(c52)S(O)₂NR^(c52)R^(d52), S(O)R^(b52), S(O)NR^(c52)R^(d52), S(O)₂R^(b52), S(O)₂NR^(c52)R^(d52), and BR^(h52)R^(i52); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g);

each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰;

or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰;

each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆alkylcarbonyl, C₁₋₆alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a5), R^(b5), R^(c5) and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰;

or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰;

each R^(e5) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆alkylcarbonyl, C₁₋₆alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₃₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆alkylcarbonyl, C₁₋₆alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²;

or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R¹²;

each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a12), R^(b12), R^(c12) and R^(d12), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h12) and R^(i12) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h12) and R^(i12) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a21), R^(b21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²;

or any R^(c21) and R^(d21) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²²;

each R^(h21) and R^(i21) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h21) and R^(i21) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a22), R^(b22), R^(c22) and R^(d22), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h22) and R^(i22) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h22) and R^(i22) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²;

or any R^(a31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R³²;

each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a32), R^(b32), R^(c32) and R^(d32), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c32) and R^(d32) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹;

each R^(h40) and R^(i40) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h40) and R^(i40) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

each R^(h41) and R^(i41) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h41) and R^(i41) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c42) and R^(d42) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h42) and R^(i42) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h42) and R^(i42) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵¹;

or any R^(c50) and R^(d50) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵¹;

each R^(h50) and R^(i50) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h50) and R^(i50) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a51), R^(b51), R^(c51) and R^(d51), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵²;

or any R^(c51) and R^(d51) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁵²;

each R^(h51) and R^(i51) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h51) and R^(i51) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a52), R^(b52), R^(c52) and R^(d52), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c52) and R^(d52) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h52) and R^(i52) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h52) and R^(i52) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and

each R^(g) is independently selected from D, OH, NO₂, ON, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆cycloalkyl-C₁₋₂alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃alkoxy-C₁₋₃ alkyl, C₁₋₃alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H₂N—C₁₋₃ alkyl, amino, C₁₋₆ alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino, C₁₋₆alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆alkylaminocarbonyloxy, di(C₁₋₆alkyl)aminocarbonyloxy, C₁₋₆alkylsulfonylamino, aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆ alkylaminocarbonylamino, and di(C₁₋₆alkyl)aminocarbonylamino.

In an embodiment,

X is N;

R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, ON, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰;

Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

R⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11);

each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d3)NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31);

each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a40), SR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), OC(O)R^(b40), OC(O)NR^(c40)R^(d40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), NR^(c40)C(O)OR^(a40), NR^(c40)C(O)NR^(c40)R^(d40), NR^(c40)S(O)R^(b40), NR^(c40)S(O)₂R^(b40), NR^(c40)S(O)₂NR^(c40)R^(d40), S(O)R^(b40), S(O)NR^(c40)R^(d40), S(O)₂R^(b40), S(O)₂NR^(c40)R^(d40), and BR^(h40)R^(i40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41), C(O)NR^(c41)R^(d41), C(O)OR^(a41), OC(O)R^(b41), OC(O)NR^(c41)R^(d41), NR^(c41)R^(d41), NR^(c41)C(O)R^(b41), NR^(c41)C(O)OR^(a41), NR^(c41)C(O)NR^(c41)R^(d41), NR^(c41)S(O)R^(b41), NR^(c41)S(O)₂R^(b41), NR^(c41)S(O)₂NR^(c41)R^(d41), S(O)R^(b41), S(O)NR^(c41)R^(d41), S(O)₂R^(b41), S(O)₂NR^(c41)R^(d41), and BR^(h41)R^(i41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

each R⁴² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a42), SR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), OC(O)R^(b42), OC(O)NR^(c42)R^(d42), NR^(c42)R^(d42), NR^(c42)C(O)R^(b42), NR^(c42)C(O)OR^(a42), NR^(c42)C(O)NR^(c42)R^(d42), NR^(c42)S(O)R^(b42), NR^(c42)S(O)₂R^(b42), NR^(c42)S(O)₂NR^(c42)R^(d42), S(O)R^(b42), S(O)NR^(c42)R^(d42), S(O)₂R^(b42), S(O)₂NR^(c42)R^(d42), and BR^(h42)R^(i42); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g);

each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰;

or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰;

each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;

or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;

or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹;

each R^(h40) and R^(i40) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h40) and R^(i40) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

each R^(h41) and R^(i41) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h41) and R^(i41) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c42) and R^(d42) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h42) and R^(i42) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h42) and R^(i42) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and

each R^(g) is independently selected from D, OH, NO₂, ON, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆cycloalkyl-C₁₋₂alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃alkoxy-C₁₋₃ alkyl, C₁₋₃alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H₂N—C₁₋₃ alkyl, amino, C₁₋₆alkylamino, di(C₁₋₆alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆alkoxycarbonyl, C₁₋₆alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino, C₁₋₆alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆alkylaminocarbonyloxy, di(C₁₋₆alkyl)aminocarbonyloxy, C₁₋₆alkylsulfonylamino, aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆ alkylaminocarbonylamino, and di(C₁₋₆alkyl)aminocarbonylamino.

In another embodiment,

X is N;

R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, ON, OR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), NR^(c1)R^(d1), and S(O)₂R^(b1);

R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, ON, OR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), and S(O)₂R^(b2);

Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

R⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), S(O)₂R^(b10), and S(O)₂NR^(c10)R^(d10);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), S(O)₂R^(b30), and S(O)₂NR^(c30)R^(d30);

each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), S(O)₂R^(b40), and S(O)₂NR^(c40)R^(d40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41), C(O)NR^(c41)R^(d41), C(O)OR^(a41), NR^(c41)R^(d41), NR^(c41)C(O)OR^(b41), S(O)₂R^(b41), and S(O)₂NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

each R⁴² is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), and NR^(c42)R^(d42);

each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl;

or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹;

each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; and

each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl.

In an embodiment of Formula I, or a pharmaceutically acceptable salt thereof,

X is N;

R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, OR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), NR^(c1)R^(d1), and S(O)₂R^(b1);

R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), and S(O)₂R^(b2);

Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

R⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), S(O)₂R^(b10), and S(O)₂NR^(c10)R^(d1)°; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), and NR^(c11)R^(d11);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), S(O)₂R^(b30), and S(O)₂NR^(c30)R^(d3)°;

each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), S(O)₂R^(b40), and S(O)₂NR^(c40)R^(d40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41), C(O)NR^(c41)R^(d41), C(O)OR^(a41), NR^(c41)R^(d41), NR^(c41)C(O)R^(b41), S(O)₂R^(b41), and S(O)₂NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

each R⁴² is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), and NR^(c42)R^(d42);

each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl;

or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹;

each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; and

each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl.

In another embodiment of Formula I, or a pharmaceutically acceptable salt thereof,

X is N;

R¹ is selected from H, D, and C₁₋₆ alkyl;

R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN;

Cy is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1,2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl are each optionally substituted with 1,2, or 3 substituents independently selected from R¹⁰;

R³ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C₁₋₆ alkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰;

R⁴ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-6 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, phenyl, halo, D, CN, OR^(a10), and NR^(c10)R^(d1)°; wherein said C₁₋₆ alkyl, and phenyl, are each optionally substituted with 1,2, or 3 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), and NR^(c11)R^(d11);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(d30);

each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, 4-6 membered heterocycloalkyl, halo, D, CN, OR^(a40), C(O)R^(b40), and NR^(c40)R^(d40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹;

each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a41), C(O)R^(b41), and NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴²;

each R⁴² is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN;

each R^(a10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, and C₂₋₆ alkynyl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹; and

each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴².

In yet another embodiment,

X is N;

R¹ is selected from H, D, and C₁₋₃ alkyl;

R² is selected from H, C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, and CN;

Cy is selected from C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1,2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 5-10 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1,2, or 3 substituents independently selected from R¹⁰;

R³ is selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C₁₋₃ alkyl, phenyl and 5-6 membered heteroaryl, are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰;

R⁴ is selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl; wherein said C₁₋₃ alkyl, C₃₋₆cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴⁰;

each R¹⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OR^(a10), and, NR^(c10)R^(d10);

each R³⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(d30);

each R⁴⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, halo, D, CN, OR^(a40), C(O)R^(b40), and NR^(c40)R^(d40); wherein said C₁₋₃ alkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹;

each R⁴¹ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OR^(a41), C(O)R^(b41), and NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, are each optionally substituted with 1, or 2 substituents independently selected from R⁴²;

each R⁴² is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, and CN;

each R^(a10), R^(c10) and R^(d10) is independently selected from H, C₁₋₃ alkyl, and C₁₋₃ haloalkyl;

each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₃ alkyl, and C₁₋₃ haloalkyl;

each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₃ alkyl, C₂₋₃ alkenyl, C₁₋₃ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₃ alkyl, C₂₋₃ alkenyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹;

or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹; and

each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₃ alkyl, C₂₋₃ alkenyl, and C₁₋₆₃haloalkyl; wherein said C₁₋₃ alkyl, and C₂₋₃ alkenyl are each optionally substituted with 1, or 2 substituents independently selected from R⁴².

The still another embodiment,

X is N;

R¹ is selected from H or D;

R² is selected from H, C₁₋₃ haloalkyl, halo, and D;

Cy is selected from phenyl, naphthalene, and 6-10 membered heteroaryl; wherein the 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1,2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 6-10 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the phenyl, naphthalene, and 6-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁰;

R³ is phenyl or and 5-6 membered heteroaryl; wherein said phenyl and 5-6 membered heteroaryl, are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰;

R⁴ is selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, and 4-6 membered heterocycloalkyl; wherein said C₁₋₃ alkyl and 4-6 membered heterocycloalkyl are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴⁰;

each R¹⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, phenyl, D, CN, OH, and, NH₂;

each R³⁰ is independently C₁₋₃ alkyl or C₁₋₃ haloalkyl;

each R⁴⁰ is independently selected from C₁₋₃ alkyl, 4-6 membered heterocycloalkyl, halo, D, C(O)R^(b40), OH, and OCH₃; wherein said C₁₋₃ alkyl and 4-6 membered heterocycloalkyl are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹;

each R⁴¹ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, OR^(a41), and C(O)R^(b41);

each R⁴² is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, and halo;

each R^(b40) is independently selected from H, C₁₋₃ alkyl and C₂₋₃ alkenyl; wherein said C₁₋₃ alkyl, and C₂₋₃ alkenyl are each optionally substituted with 1, or 2 substituents independently selected from R⁴¹; and

each R^(a41) and R^(b41) is independently selected from H, C₁₋₃ alkyl, and C₂₋₃ alkenyl.

In an embodiment, the compound of Formula I is a compound of Formula II:

or a pharmaceutically acceptable salt thereof;

wherein

m is 0, 1, or 2; and

n is 1,2, or 3.

In an embodiment of Formula II,

X is N;

R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), and S(O)₂R^(b2);

Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), S(O)₂R^(b10), and S(O)₂NR^(c10)R^(d10);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), S(O)₂R^(b30), and S(O)₂NR^(c30)R^(d30);

each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), S(O)₂R^(b40), and S(O)₂NR^(c40)R^(d40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41), C(O)NR^(c41)R^(d41), C(O)OR^(a41), NR^(c41)R^(d41), NR^(c41)C(O)R^(b41), S(O)₂R^(b41), and S(O)₂NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

each R⁴² is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), and NR^(c42)R^(d42);

each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-membered heteroaryl;

or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹;

or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹;

each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²;

each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl;

m is 0 or 1; and

n is 1,2, or 3.

In another embodiment of Formula II,

X is N;

R² is selected from H, C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, and CN;

Cy is selected from C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1,2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 5-10 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1,2, or 3 substituents independently selected from R¹⁰;

R³ is selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C₁₋₃ alkyl, phenyl and 5-6 membered heteroaryl, are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰;

each R¹⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OR^(a10), and, NR^(c10)R^(d10);

each R³⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(d30);

each R⁴⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, halo, D, CN, OR^(a40), C(O)R^(b40), and NR^(c40)R^(d40); wherein said C₁₋₃ alkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹;

each R⁴¹ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OR^(a41), C(O)R^(b41), and NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, are each optionally substituted with 1, or 2 substituents independently selected from R⁴²;

each R⁴² is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, and CN;

each R^(a10), R^(c10) and R^(d10) is independently selected from H, C₁₋₃ alkyl, and C₁₋₃ haloalkyl;

each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₃ alkyl, and C₁₋₃ haloalkyl;

each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₃ alkyl, C₂₋₃ alkenyl, C₁₋₃ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₃ alkyl, C₂₋₃ alkenyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹;

or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹;

each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₃ alkyl, C₂₋₃ alkenyl, and C₁₋₆₃haloalkyl; wherein said C₁₋₃ alkyl, and C₂₋₃ alkenyl are each optionally substituted with 1, or 2 substituents independently selected from R⁴²;

m is 0 or 1; and

n is 1,2, or 3.

In an embodiment, the compound of Formula I is a compound of Formula III:

or a pharmaceutically acceptable salt thereof;

wherein

Y is selected from CH, CR³⁰, and N; and

p is 0, 1, 2, or 3.

In another embodiment, the compound of Formula I is a compound of Formula IV:

or a pharmaceutically acceptable salt thereof;

wherein

p is 0, 1, 2, or 3.

In yet another embodiment, the compound of Formula I is a compound of Formula V:

or a pharmaceutically acceptable salt thereof;

wherein

p is 0, 1, 2, or 3.

In an embodiment of the formulae, X is CR⁵. In another embodiment of the formulae, X is CH. In yet another embodiment of the formulae, X is N.

In an embodiment of the formulae, R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₁₋₆ haloalkyl, halo, CN, OR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), and NR^(c1)R^(d1). In another embodiment, R¹ is selected from H, D, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, and CN. In an embodiment, R¹ is selected from H, D, and C₁₋₆ alkyl. In yet another embodiment, R¹ is H or D.

In still another embodiment of the formulae, R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₅cycloalkyl, 4-8 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), and NR^(c2)R^(d2). In an embodiment, R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN. In an embodiment, R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a2), and NR^(c2)R^(d2). In another embodiment, R² is selected from H, C₁₋₃ haloalkyl, halo, and D. In yet another embodiment, R² is halo.

In an embodiment, Cy is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1,2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁰.

In an embodiment of the formulae, Cy is selected from phenyl, naphthalene, and 5-membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 5-10 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the phenyl, naphthalene, and 5-10 membered heteroaryl are each optionally substituted with 1,2, or 3 substituents independently selected from R¹⁰.

In another embodiment, Cy is selected from phenyl, naphthalene, pyridine, indazole, benzotriazole, and quinolinone, all of which are optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁰.

In an embodiment, R³ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C₁₋₆ alkyl, phenyl, and 5-6 membered heteroaryl are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰.

In yet another embodiment of the formulae, R³ is selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, phenyl, and 6 membered heteroaryl; wherein said C₁₋₃ alkyl, phenyl, and 6 membered heteroaryl are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰. In still another embodiment, R³ is selected from phenyl, and 5-6 membered heteroaryl; wherein said phenyl and 5-6 membered heteroaryl are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰. In an embodiment, R³ is phenyl or pyridine; wherein said phenyl and pyridine are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰.

In another embodiment of the formulae, R⁴ is selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₆ cycloalkyl-C₁₋₃alkylene, 4-6 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₃ alkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₆cycloalkyl-C₁₋₃ alkylene, 4-6 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰.

In yet another embodiment, R⁴ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰.

In an embodiment, R⁴ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-6 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴⁰.

In still another embodiment, R⁴ is selected from C₁₋₃ alkyl, 4-6 membered heterocycloalkyl, and 4-6 membered heterocycloalkyl-C₁₋₃ alkylene; wherein said C₁₋₃ alkyl, 4-6 membered heterocycloalkyl, and 4-6 membered heterocycloalkyl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰.

In an embodiment, R⁴ is

wherein

m is 0, 1, or 2; and

n is 1,2, or 3.

In an embodiment, each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, phenyl, halo, D, CN, OR^(a10), and NR^(c10)R^(d10); wherein said C₁₋₆ alkyl, and phenyl, are each optionally substituted with 1,2, or 3 substituents independently selected from R¹¹.

In another embodiment of the formulae, each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, phenyl, OR^(a10), and NR^(c10)R^(d1)°. In yet another embodiment, each R¹⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, phenyl, OR^(a10), and, NR^(c10)R^(d10). In still another embodiment, each R¹⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, phenyl, OH, and, NH₂.

In an embodiment, each R¹¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), and NR^(c11)R^(d11). In another embodiment, each R¹¹ is independently selected from halo, D, CN, and OR^(a11). In yet another embodiment, each R¹¹ is OR^(a11).

In an embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(d30). In an embodiment of the formulae, each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN. In another embodiment, each R³⁰ is independently selected from C₁₋₃ alkyl.

In an embodiment, each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, 4-6 membered heterocycloalkyl, halo, D, CN, OR^(a40), C(O)R^(b40), and NR^(c40)R^(d40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and 4-6 membered heterocycloalkyl are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹.

In yet another embodiment of the formulae, each R⁴⁰ is independently selected from 4-6 membered heterocycloalkyl, halo, D, CN, OR^(a40), C(O)R^(b40), and NR^(c40)R^(d40); wherein said 4-6 membered heterocycloalkyl is optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹. In still another embodiment, each R⁴⁰ is independently selected from 4-6 membered heterocycloalkyl, halo, D, OH, OCH₃, and C(O)C₂₋₃ alkenyl; wherein said 4-6 membered heterocycloalkyl and C₂₋₃ alkenyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R⁴¹.

In an embodiment, each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a41), C(O)R^(b41), and NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴².

In an embodiment of the formulae, each R⁴¹ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OH, OCH₃, and C(O)R^(b41). In another embodiment, each R⁴¹ is independently selected from halo, D, CN, OH, OCH₃, and C(O)R^(b41). In yet another embodiment, each R⁴¹ is independently selected from F, OH, OCH₃, and C(O)R^(b41).

In an embodiment, each R⁴² is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN. In another embodiment of the formulae, each R⁴² is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, and CN. In still another embodiment, each R⁴² is independently selected from halo, D, and CN. In another embodiment of the formulae, each R⁴² is F.

In an embodiment, each R^(a10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl. In yet another embodiment of the formulae, each R^(a10), R^(c10) and R^(d1)° is independently selected from H and C₁₋₆ alkyl.

In an embodiment, each R^(a11), R^(c11) and R^(d11) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl.

In an embodiment, each R^(a40), R^(b40), R^(c40) and R^(d40) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹. In still another embodiment of the formulae, each R^(b40) is selected from H, C₁₋₃ alkyl, and C₂₋₃ alkenyl.

In an embodiment, each R^(a41), R^(b41), R^(c41) and R^(d41) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴². In an embodiment of the formulae, each R^(a41) and R^(b41) is selected from H, C₁₋₃ alkyl, C₂₋₃ alkenyl, and C₁₋₃ haloalkyl.

In another embodiment of the formulae, R^(b41) is C₂₋₃ alkenyl.

In another embodiment, the compound of Formula I is selected from:

-   1-(1-acryloylpiperidin-4-yl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-(1-acryloylpiperidin-4-yl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluoro-6-hydroxyphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2,3-difluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(1-naphthyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-hydroxy-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-methoxy-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-methoxy-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2,3-difluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoro-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(1-naphthyl)-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluoro-6-hydroxyphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   7-chloro-4-(2,6-diisopropylphenyl)-1-((3-fluoro-1-(2-fluoroacryloyl)azetidin-3-yl)methyl)-6-(2-fluoro-6-hydroxyphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(3-hydroxynaphthalen-1-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(2-amino-6-fluorophenyl)-7-chloro-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2,3-difluoro-6-hydroxyphenyl)-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(2-amino-6-fluorophenyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxy-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(3,6-difluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2,3-difluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(3-chloro-6-fluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-hydroxy-6-(trifluoromethyl)-phenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(6-fluoro-2,3-dihydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(3-methyl-1H-indazol-7-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(6-methyl-1H-indazol-7-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(1H-indazol-7-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(1H-benzo[d][1,2,3]triazol-7-yl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(2-aminopyridin-3-yl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(2-oxo-1,2-dihydroquinolin-8-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2,3-dichlorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chlorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(2-(trifluoromethyl)phenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-7-chloro-6-(2,3-difluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-6-(2-amino-6-fluorophenyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-6-(2-fluorophenyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(3,6-difluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(5,6-difluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxy-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(2-fluoro-6-hydroxy-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   7-chloro-6-(2-chloro-6-hydroxyphenyl)-1-((3-fluoro-1-(2-fluoroacryloyl)azetidin-3-yl)methyl-d2)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(2,3-dichlorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(4,5-dimethylpyridin-3-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(naphthalen-1-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(3-chloro-2-methylpyridin-4-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione;     and -   6-([1,1′-biphenyl]-2-yl)-1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione;

or a pharmaceutically acceptable salt thereof.

In yet another embodiment, the compound of Formula I is selected from:

-   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-methoxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(2-methoxy-6-methylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-(hydroxymethyl)phenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(5-chlorobenzo[d][1,3]dioxol-4-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-methoxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; -   tert-butyl     3-((7-chloro-6-(2-methyl-6-methoxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate;     and -   7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1-((3-fluoro-1-(2-fluoroacryloyl)azetidin-3-yl)methyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione;

or a pharmaceutically acceptable salt thereof.

In still another embodiment, the compounds of the formulae disclosed herein are pharmaceutically acceptable salts of the compounds of the formulae disclosed herein.

It is further appreciated that certain features of the invention, which are, for clarity, described in the context of separate embodiments, can also be provided in combination in a single embodiment (while the embodiments are intended to be combined as if written in multiply dependent form). Conversely, various features of the invention which are, for brevity, described in the context of a single embodiment, can also be provided separately or in any suitable subcombination. Thus, it is contemplated as features described as embodiments of the compounds of Formula I can be combined in any suitable combination.

At various places in the present specification, certain features of the compounds are disclosed in groups or in ranges. It is specifically intended that such a disclosure include each and every individual subcombination of the members of such groups and ranges. For example, the term “C₁₋₆ alkyl” is specifically intended to individually disclose (without limitation) methyl, ethyl, C₃ alkyl, C₄ alkyl, C₅ alkyl and C₆ alkyl.

The term “n-membered,” where n is an integer, typically describes the number of ring-forming atoms in a moiety where the number of ring-forming atoms is n. For example, piperidinyl is an example of a 6-membered heterocycloalkyl ring, pyrazolyl is an example of a 5-membered heteroaryl ring, pyridyl is an example of a 6-membered heteroaryl ring and 1,2,3,4-tetrahydro-naphthalene is an example of a 10-membered cycloalkyl group.

At various places in the present specification, variables defining divalent linking groups may be described. It is specifically intended that each linking substituent include both the forward and backward forms of the linking substituent. For example, —NR(CR′R″)_(n)— includes both —NR(CR′R″)_(n)— and —(CR′R″)_(n)NR— and is intended to disclose each of the forms individually. Where the structure requires a linking group, the Markush variables listed for that group are understood to be linking groups. For example, if the structure requires a linking group and the Markush group definition for that variable lists “alkyl” or “aryl” then it is understood that the “alkyl” or “aryl” represents a linking alkylene group or arylene group, respectively.

The term “substituted” means that an atom or group of atoms formally replaces hydrogen as a “substituent” attached to another group. The term “substituted,” unless otherwise indicated, refers to any level of substitution, e.g., mono-, di-, tri-, tetra- or penta-substitution, where such substitution is permitted. The substituents are independently selected, and substitution may be at any chemically accessible position. It is to be understood that substitution at a given atom is limited by valency. It is to be understood that substitution at a given atom results in a chemically stable molecule. The phrase “optionally substituted” means unsubstituted or substituted. The term “substituted” means that a hydrogen atom is removed and replaced by a substituent. A single divalent substituent, e.g., oxo, can replace two hydrogen atoms.

The term “C_(n-m)” indicates a range which includes the endpoints, wherein n and m are integers and indicate the number of carbons. Examples include C₁₋₄, C₁₋₆ and the like.

The term “alkyl” employed alone or in combination with other terms, refers to a saturated hydrocarbon group that may be straight-chained or branched. The term “C_(n-m) alkyl,” refers to an alkyl group having n to m carbon atoms. An alkyl group formally corresponds to an alkane with one C—H bond replaced by the point of attachment of the alkyl group to the remainder of the compound. In some embodiments, the alkyl group contains from 1 to 6 carbon atoms, from 1 to 4 carbon atoms, from 1 to 3 carbon atoms, or 1 to 2 carbon atoms. Examples of alkyl moieties include, but are not limited to, chemical groups such as methyl, ethyl, n-propyl, isopropyl, n-butyl, tert-butyl, isobutyl, sec-butyl; higher homologs such as 2-methyl-1-butyl, n-pentyl, 3-pentyl, n-hexyl, 1,2,2-trimethylpropyl and the like.

The term “alkenyl” employed alone or in combination with other terms, refers to a straight-chain or branched hydrocarbon group corresponding to an alkyl group having one or more double carbon-carbon bonds. An alkenyl group formally corresponds to an alkene with one C—H bond replaced by the point of attachment of the alkenyl group to the remainder of the compound. The term “C_(n-m) alkenyl” refers to an alkenyl group having n to m carbons. In some embodiments, the alkenyl moiety contains 2 to 6, 2 to 4, or 2 to 3 carbon atoms. Example alkenyl groups include, but are not limited to, ethenyl, n-propenyl, isopropenyl, n-butenyl, sec-butenyl and the like.

The term “alkynyl” employed alone or in combination with other terms, refers to a straight-chain or branched hydrocarbon group corresponding to an alkyl group having one or more triple carbon-carbon bonds. An alkynyl group formally corresponds to an alkyne with one C—H bond replaced by the point of attachment of the alkyl group to the remainder of the compound. The term “C_(n-m) alkynyl” refers to an alkynyl group having n to m carbons. Example alkynyl groups include, but are not limited to, ethynyl, propyn-1-yl, propyn-2-yl and the like. In some embodiments, the alkynyl moiety contains 2 to 6, 2 to 4, or 2 to 3 carbon atoms.

The term “alkylene,” employed alone or in combination with other terms, refers to a divalent alkyl linking group. An alkylene group formally corresponds to an alkane with two C—H bond replaced by points of attachment of the alkylene group to the remainder of the compound. The term “C_(n-m) alkylene” refers to an alkylene group having n to m carbon atoms. Examples of alkylene groups include, but are not limited to, ethan-1,2-diyl, ethan-1,1-diyl, propan-1,3-diyl, propan-1,2-diyl, propan-1,1-diyl, butan-1,4-diyl, butan-1,3-diyl, butan-1,2-diyl, 2-methyl-propan-1,3-diyl and the like.

The term “alkoxy,” employed alone or in combination with other terms, refers to a group of formula —O-alkyl, wherein the alkyl group is as defined above. The term “C_(n-m) alkoxy” refers to an alkoxy group, the alkyl group of which has n to m carbons. Example alkoxy groups include methoxy, ethoxy, propoxy (e.g., n-propoxy and isopropoxy), f-butoxy and the like. In some embodiments, the alkyl group has 1 to 6, 1 to 4, or 1 to 3 carbon atoms. The term “C_(n-m) dialkoxy” refers to a linking group of formula —O—(C_(n-m) alkyl)-O—, the alkyl group of which has n to m carbons. Example dialkoxy groups include —OCH₂CH₂O— and OCH₂CH₂CH₂O—. In some embodiments, the two O atoms of a C_(n-m) dialkoxy group may be attached to the same B atom to form a 5- or 6-membered heterocycloalkyl group.

The term “alkylthio,” employed alone or in combination with other terms, refers to a group of formula —S-alkyl, wherein the alkyl group is as defined above.

The term “amino,” employed alone or in combination with other terms, refers to a group of formula —NH₂, wherein the hydrogen atoms may be substituted with a substituent described herein. For example, “alkylamino” can refer to —NH(alkyl) and —N(alkyl)₂.

The term “carbonyl,” employed alone or in combination with other terms, refers to a —C(═O)— group, which also may be written as C(O).

The term “cyano” or “nitrile” refers to a group of formula —C≡N, which also may be written as —CN.

The term “carbamyl,” as used herein, refers to a —NHC(O)O— or —OC(O)NH— group, wherein the carbon atom is doubly bound to one oxygen atom, and singly bound to a nitrogen and second oxygen atom.

The terms “halo” or “halogen,” used alone or in combination with other terms, refers to fluoro, chloro, bromo and iodo. In some embodiments, “halo” refers to a halogen atom selected from F, Cl, or Br. In some embodiments, halo groups are F.

The term “haloalkyl” as used herein refers to an alkyl group in which one or more of the hydrogen atoms has been replaced by a halogen atom. The term “C_(n-m) haloalkyl” refers to a C_(n-m) alkyl group having n to m carbon atoms and from at least one up to {2(n to m)+1}halogen atoms, which may either be the same or different. In some embodiments, the halogen atoms are fluoro atoms. In some embodiments, the haloalkyl group has 1 to 6 or 1 to 4 carbon atoms. Example haloalkyl groups include CF₃, C₂F₅, CHF₂, CH₂F, CCl₃, CHCl₂, C₂Cl₅ and the like. In some embodiments, the haloalkyl group is a fluoroalkyl group.

The term “haloalkoxy,” employed alone or in combination with other terms, refers to a group of formula —O-haloalkyl, wherein the haloalkyl group is as defined above. The term “C_(n-m) haloalkoxy” refers to a haloalkoxy group, the haloalkyl group of which has n to m carbons. Example haloalkoxy groups include trifluoromethoxy and the like. In some embodiments, the haloalkoxy group has 1 to 6, 1 to 4, or 1 to 3 carbon atoms.

The term “oxo” or “oxy” refers to an oxygen atom as a divalent substituent, forming a carbonyl group when attached to carbon, or attached to a heteroatom forming a sulfoxide or sulfone group, or an N-oxide group. In some embodiments, heterocyclic groups may be optionally substituted by 1 or 2 oxo (═O) substituents.

The term “sulfido” refers to a sulfur atom as a divalent substituent, forming a thiocarbonyl group (C═S) when attached to carbon.

The term “sulfonyl” refers to a —SO₂— group wherein a sulfur atom is doubly bound to two oxygen atoms.

The term “oxidized” in reference to a ring-forming N atom refers to a ring-forming N-oxide.

The term “oxidized” in reference to a ring-forming S atom refers to a ring-forming sulfonyl or ring-forming sulfinyl.

The term “aromatic” refers to a carbocycle or heterocycle having one or more polyunsaturated rings having aromatic character (i.e., having (4n+2) delocalized n (pi) electrons where n is an integer).

The term “aryl,” employed alone or in combination with other terms, refers to an aromatic hydrocarbon group, which may be monocyclic or polycyclic (e.g., having 2 fused rings). The term “C_(n-m) aryl” refers to an aryl group having from n to m ring carbon atoms. Aryl groups include, e.g., phenyl, naphthyl, and the like. In some embodiments, aryl groups have from 6 to about 10 carbon atoms. In some embodiments, aryl groups have 6 carbon atoms. In some embodiments, aryl groups have 10 carbon atoms. In some embodiments, the aryl group is phenyl. In some embodiments, the aryl group is naphthyl. In some embodiments, the aryl group is benzodioxole.

The term “heteroaryl” or “heteroaromatic,” employed alone or in combination with other terms, refers to a monocyclic or polycyclic aromatic heterocycle having at least one heteroatom ring member selected from sulfur, oxygen and nitrogen. In some embodiments, the heteroaryl ring has 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, any ring-forming N in a heteroaryl moiety can be an N-oxide. In some embodiments, the heteroaryl has 5-14 ring atoms including carbon atoms and 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl has 5-10 ring atoms including carbon atoms and 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl has 5-6 ring atoms and 1 or 2 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl is a five-membered or six-membered heteroaryl ring. In other embodiments, the heteroaryl is an eight-membered, nine-membered or ten-membered fused bicyclic heteroaryl ring. Example heteroaryl groups include, but are not limited to, pyridinyl (pyridyl), pyrimidinyl, pyrazinyl, pyridazinyl, pyrrolyl, pyrazolyl, azolyl, oxazolyl, isoxazolyl, thiazolyl, imidazolyl, furanyl, thiophenyl, quinolinyl, isoquinolinyl, naphthyridinyl (including 1,2-, 1,3-, 1,4-, 1,5-, 1,6-, 1,7-, 1,8-, 2,3- and 2,6-naphthyridine), indolyl, isoindolyl, benzothiophenyl, benzofuranyl, benzisoxazolyl, imidazo[1,2-b]thiazolyl, purinyl, and the like. In some embodiments, the heteroaryl group is pyridone (e.g., 2-pyridone).

A five-membered heteroaryl ring is a heteroaryl group having five ring atoms wherein one or more (e.g., 1, 2 or 3) ring atoms are independently selected from N, O and S. Exemplary five-membered ring heteroaryls include thienyl, furyl, pyrrolyl, imidazolyl, thiazolyl, oxazolyl, pyrazolyl, isothiazolyl, isoxazolyl, 1,2,3-triazolyl, tetrazolyl, 1,2,3-thiadiazolyl, 1,2,3-oxadiazolyl, 1,2,4-triazolyl, 1,2,4-thiadiazolyl, 1,2,4-oxadiazolyl, 1,3,4-triazolyl, 1,3,4-thiadiazolyl and 1,3,4-oxadiazolyl.

A six-membered heteroaryl ring is a heteroaryl group having six ring atoms wherein one or more (e.g., 1, 2 or 3) ring atoms are independently selected from N, O and S. Exemplary six-membered ring heteroaryls are pyridyl, pyrazinyl, pyrimidinyl, triazinyl, isoindolyl, and pyridazinyl.

The term “cycloalkyl,” employed alone or in combination with other terms, refers to a non-aromatic hydrocarbon ring system (monocyclic, bicyclic or polycyclic), including cyclized alkyl and alkenyl groups. The term “C_(n-m) cycloalkyl” refers to a cycloalkyl that has n to m ring member carbon atoms. Cycloalkyl groups can include mono- or polycyclic (e.g., having 2, 3 or 4 fused rings) groups and spirocycles. Cycloalkyl groups can have 3, 4, 5, 6 or 7 ring-forming carbons (C₃₋₇). In some embodiments, the cycloalkyl group has 3 to 6 ring members, 3 to 5 ring members, or 3 to 4 ring members. In some embodiments, the cycloalkyl group is monocyclic. In some embodiments, the cycloalkyl group is monocyclic or bicyclic. In some embodiments, the cycloalkyl group is a C₃₋₆ monocyclic cycloalkyl group. Ring-forming carbon atoms of a cycloalkyl group can be optionally oxidized to form an oxo or sulfido group. Cycloalkyl groups also include cycloalkylidenes. In some embodiments, cycloalkyl is cyclopropyl, cyclobutyl, cyclopentyl or cyclohexyl. Also included in the definition of cycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the cycloalkyl ring, e.g., benzo or thienyl derivatives of cyclopentane, cyclohexane and the like. A cycloalkyl group containing a fused aromatic ring can be attached through any ring-forming atom including a ring-forming atom of the fused aromatic ring. Examples of cycloalkyl groups include cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclopentenyl, cyclohexenyl, cyclohexadienyl, cycloheptatrienyl, norbornyl, norpinyl, norcarnyl, bicyclo[1.1.1]pentanyl, bicyclo[2.1.1]hexanyl, and the like. In some embodiments, the cycloalkyl group is cyclopropyl, cyclobutyl, cyclopentyl, or cyclohexyl.

The term “heterocycloalkyl,” employed alone or in combination with other terms, refers to a non-aromatic ring or ring system, which may optionally contain one or more alkenylene groups as part of the ring structure, which has at least one heteroatom ring member independently selected from nitrogen, sulfur, oxygen and phosphorus, and which has 4-10 ring members, 4-7 ring members, or 4-6 ring members. Included within the term “heterocycloalkyl” are monocyclic 4-, 5-, 6- and 7-membered heterocycloalkyl groups. Heterocycloalkyl groups can include mono- or bicyclic (e.g., having two fused or bridged rings) or spirocyclic ring systems. In some embodiments, the heterocycloalkyl group is a monocyclic group having 1, 2 or 3 heteroatoms independently selected from nitrogen, sulfur and oxygen. Ring-forming carbon atoms and heteroatoms of a heterocycloalkyl group can be optionally oxidized to form an oxo or sulfido group or other oxidized linkage (e.g., C(O), S(O), C(S) or S(O)₂, N-oxide etc) or a nitrogen atom can be quaternized. The heterocycloalkyl group can be attached through a ring-forming carbon atom or a ring-forming heteroatom. In some embodiments, the heterocycloalkyl group contains 0 to 3 double bonds. In some embodiments, the heterocycloalkyl group contains 0 to 2 double bonds. Also included in the definition of heterocycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the heterocycloalkyl ring, e.g., benzo or thienyl derivatives of piperidine, morpholine, azepine, etc. A heterocycloalkyl group containing a fused aromatic ring can be attached through any ring-forming atom including a ring-forming atom of the fused aromatic ring. Examples of heterocycloalkyl groups include 2,5-diazobicyclo[2.2.1]heptanyl; pyrrolidinyl; hexahydropyrrolo[3,4-b]pyrrol-1(2H)-yl; 1,6-dihydropyridinyl; morpholinyl; azetidinyl; piperazinyl; and 4,7-diazaspiro[2.5]octan-7-yl.

At certain places, the definitions or embodiments refer to specific rings (e.g., an azetidine ring, a pyridine ring, etc). Unless otherwise indicated, these rings can be attached to any ring member provided that the valency of the atom is not exceeded. For example, an azetidine ring may be attached at any position of the ring, whereas an azetidin-3-yl ring is attached at the 3-position.

The compounds described herein can be asymmetric (e.g., having one or more stereocenters). All stereoisomers, such as enantiomers and diastereomers, are intended unless otherwise indicated. Compounds of the present invention that contain asymmetrically substituted carbon atoms can be isolated in optically active or racemic forms. Methods on how to prepare optically active forms from optically inactive starting materials are known in the art, such as by resolution of racemic mixtures or by stereoselective synthesis. Many geometric isomers of olefins, C═N double bonds and the like can also be present in the compounds described herein, and all such stable isomers are contemplated in the present invention. C/s and trans geometric isomers of the compounds of the present invention are described and may be isolated as a mixture of isomers or as separated isomeric forms.

Resolution of racemic mixtures of compounds can be carried out by any of numerous methods known in the art. One method includes fractional recrystallization using a chiral resolving acid which is an optically active, salt-forming organic acid. Suitable resolving agents for fractional recrystallization methods are, e.g., optically active acids, such as the D and L forms of tartaric acid, diacetyltartaric acid, dibenzoyltartaric acid, mandelic acid, malic acid, lactic acid or the various optically active camphorsulfonic acids such as ρ-camphorsulfonic acid. Other resolving agents suitable for fractional crystallization methods include stereoisomerically pure forms of α-methylbenzylamine (e.g., Sand Rforms, or diastereomerically pure forms), 2-phenylglycinol, norephedrine, ephedrine, N-methylephedrine, cyclohexylethylamine, 1,2-diaminocyclohexane and the like.

Resolution of racemic mixtures can also be carried out by elution on a column packed with an optically active resolving agent (e.g., dinitrobenzoylphenylglycine). Suitable elution solvent composition can be determined by one skilled in the art.

In some embodiments, the compounds of the invention have the (R)-configuration. In other embodiments, the compounds have the (S)-configuration. In compounds with more than one chiral centers, each of the chiral centers in the compound may be independently (R) or (S), unless otherwise indicated.

Compounds of the invention also include tautomeric forms. Tautomeric forms result from the swapping of a single bond with an adjacent double bond together with the concomitant migration of a proton. Tautomeric forms include prototropic tautomers which are isomeric protonation states having the same empirical formula and total charge. Example prototropic tautomers include ketone—enol pairs, amide—imidic acid pairs, lactam—lactim pairs, enamine—imine pairs, and annular forms where a proton can occupy two or more positions of a heterocyclic system, e.g., 1H- and 3H-imidazole, 1H-, 2H- and 4H-1,2,4-triazole, 1H- and 2H-isoindole and 1H- and 2H-pyrazole. Tautomeric forms can be in equilibrium or sterically locked into one form by appropriate substitution.

Compounds of the invention can also include all isotopes of atoms occurring in the intermediates or final compounds. Isotopes include those atoms having the same atomic number but different mass numbers. For example, isotopes of hydrogen include tritium and deuterium. One or more constituent atoms of the compounds of the invention can be replaced or substituted with isotopes of the atoms in natural or non-natural abundance. In some embodiments, the compound includes at least one deuterium atom. For example, one or more hydrogen atoms in a compound of the present disclosure can be replaced or substituted by deuterium. In some embodiments, the compound includes two or more deuterium atoms. In some embodiments, the compound includes 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12 deuterium atoms. Synthetic methods for including isotopes into organic compounds are known in the art (Deuterium Labeling in Organic Chemistry by Alan F. Thomas (New York, N.Y., Appleton-Century-Crofts, 1971; The Renaissance of H/D Exchange by Jens Atzrodt, Volker Derdau, Thorsten Fey and Jochen Zimmermann, Angew. Chem. Int. Ed. 2007, 7744-7765; The Organic Chemistry of Isotopic Labelling by James R. Hanson, Royal Society of Chemistry, 2011). Isotopically labeled compounds can used in various studies such as NMR spectroscopy, metabolism experiments, and/or assays.

Substitution with heavier isotopes such as deuterium, may afford certain therapeutic advantages resulting from greater metabolic stability, for example, increased in vivo half-life or reduced dosage requirements, and hence may be preferred in some circumstances. (A. Kerekes et. al. J. Med. Chem. 2011, 54, 201-210; R. Xu et. al. J. Label Compd. Radiopharm. 2015, 58, 308-312).

The term “compound” as used herein is meant to include all stereoisomers, geometric isomers, tautomers and isotopes of the structures depicted. The term is also meant to refer to compounds of the inventions, regardless of how they are prepared, e.g., synthetically, through biological process (e.g., metabolism or enzyme conversion), ora combination thereof.

All compounds, and pharmaceutically acceptable salts thereof, can be found together with other substances such as water and solvents (e.g., hydrates and solvates) or can be isolated. When in the solid state, the compounds described herein and salts thereof may occur in various forms and may, e.g., take the form of solvates, including hydrates. The compounds may be in any solid state form, such as a polymorph or solvate, so unless clearly indicated otherwise, reference in the specification to compounds and salts thereof should be understood as encompassing any solid state form of the compound.

In some embodiments, the compounds of the invention, or salts thereof, are substantially isolated. By “substantially isolated” is meant that the compound is at least partially or substantially separated from the environment in which it was formed or detected. Partial separation can include, e.g., a composition enriched in the compounds of the invention. Substantial separation can include compositions containing at least about 50%, at least about 60%, at least about 70%, at least about 80%, at least about 90%, at least about 95%, at least about 97%, or at least about 99% by weight of the compounds of the invention, or salt thereof.

The phrase “pharmaceutically acceptable” is employed herein to refer to those compounds, materials, compositions and/or dosage forms which are, within the scope of sound medical judgment, suitable for use in contact with the tissues of human beings and animals without excessive toxicity, irritation, allergic response, or other problem or complication, commensurate with a reasonable benefit/risk ratio.

The expressions “ambient temperature” and “room temperature,” as used herein, are understood in the art, and refer generally to a temperature, e.g., a reaction temperature, that is about the temperature of the room in which the reaction is carried out, e.g., a temperature from about 20° C. to about 30° C.

The present invention also includes pharmaceutically acceptable salts of the compounds described herein. The term “pharmaceutically acceptable salts” refers to derivatives of the disclosed compounds wherein the parent compound is modified by converting an existing acid or base moiety to its salt form. Examples of pharmaceutically acceptable salts include, but are not limited to, mineral or organic acid salts of basic residues such as amines; alkali or organic salts of acidic residues such as carboxylic acids; and the like. The pharmaceutically acceptable salts of the present invention include the non-toxic salts of the parent compound formed, e.g., from non-toxic inorganic or organic acids.

The pharmaceutically acceptable salts of the present invention can be synthesized from the parent compound which contains a basic or acidic moiety by conventional chemical methods. Generally, such salts can be prepared by reacting the free acid or base forms of these compounds with a stoichiometric amount of the appropriate base or acid in water or in an organic solvent, or in a mixture of the two; generally, non-aqueous media like ether, ethyl acetate, alcohols (e.g., methanol, ethanol, iso-propanol or butanol) or acetonitrile (MeCN) are preferred. Lists of suitable salts are found in Remington's Pharmaceutical Sciences, 17^(th) Ed., (Mack Publishing Company, Easton, 1985), p. 1418, Berge et al., J. Pharm. Sd., 1977, 66(1), 1-19 and in Stahl et al., Handbook of Pharmaceutical Salts; Properties, Selection, and Use, (Wiley, 2002). In some embodiments, the compounds described herein include the N-oxide forms.

Synthesis

Compounds of the invention, including salts thereof, can be prepared using known organic synthesis techniques and can be synthesized according to any of numerous possible synthetic routes, such as those in the Schemes below.

The reactions for preparing compounds of the invention can be carried out in suitable solvents which can be readily selected by one of skill in the art of organic synthesis. Suitable solvents can be substantially non-reactive with the starting materials (reactants), the intermediates or products at the temperatures at which the reactions are carried out, e.g., temperatures which can range from the solvent's freezing temperature to the solvent's boiling temperature. A given reaction can be carried out in one solvent or a mixture of more than one solvent. Depending on the particular reaction step, suitable solvents for a particular reaction step can be selected by the skilled artisan.

Preparation of compounds of the invention can involve the protection and deprotection of various chemical groups. The need for protection and deprotection, and the selection of appropriate protecting groups, can be readily determined by one skilled in the art. The chemistry of protecting groups is described, e.g., in Kocienski, Protecting Groups, (Thieme, 2007); Robertson, Protecting Group Chemistry, (Oxford University Press, 2000); Smith et al., March's Advanced Organic Chemistry; Reactions, Mechanisms, and Structure, 6^(th) Ed. (Wiley, 2007); Peturssion et al., “Protecting Groups in Carbohydrate Chemistry,” J. Chem. Educ., 1997, 74(11), 1297; and Wuts et al., Protective Groups in Organic Synthesis, 4th Ed., (Wiley, 2006).

Reactions can be monitored according to any suitable method known in the art. For example, product formation can be monitored by spectroscopic means, such as nuclear magnetic resonance spectroscopy (e.g., ¹H or ¹³C), infrared spectroscopy, spectrophotometry (e.g., UV-visible), mass spectrometry or by chromatographic methods such as high-performance liquid chromatography (HPLC) or thin layer chromatography (TLC).

The Schemes below provide general guidance in connection with preparing the compounds of the invention. One skilled in the art would understand that the preparations shown in the Schemes can be modified or optimized using general knowledge of organic chemistry to prepare various compounds of the invention.

Compound k can be prepared starting with substituted 3-nitro-2,6-dichloropyridines. Compound a, can be treated with Amine b, followed by reduction with iron to give amino-Compound d. Compound d can be reacted with oxalyl chloride to build up bicyclicdione Compound e. Reaction of Compound e with halide Compound f yields Compound g. Compound g can undergo Suzuki coupling with Boronic Acid h to generate Compound i. De-protection of Compound i with 4N HCl, followed by reaction with acoryl chloride gives Compound k.

Compound k can be prepared starting with substituted 3-nitro-2,6-dichloropyridines. Compound a, can be treated with Amine b, followed by Suzuki coupling to give nitro-Compound I. Compound I can be further reduced to amino-Compound m. Compound m can be treated with oxalyl chloride to build up bicyclicdione Compound n. Compound n can be treated with halide Compound f to generated Compound i. De-protection of Compound i with 4N HCl, followed by the reaction with acoryl chloride gives Compound k.

Compound t can be prepared starting with substituted 3-nitro-2,6-dichloropyridines. Compound a, can be treated with Amine b, followed by reduction with iron to give amino-Compound d. Reductive amination of Compound d with Ketone o yields Compound p. Compound p can be treated with oxalyl chloride to build up bicyclicdione Compound q. Subsequent Suzuki coupling of Compound q with boronic acid, Compound h affords Compound r. De-protection of Compound r with 4N HCl, followed by the reaction with acoryl chloride gives Compound t.

KRAS Protein

The Ras family is comprised of three members: KRAS, NRAS and HRAS. RAS mutant cancers account for about 25% of human cancers. KRAS is the most frequently mutated isoform in human cancers: 85% of all RAS mutations are in KRAS, 12% in NRAS, and 3% in HRAS (Simanshu, D. et al. Cell 170.1 (2017): 17-33). KRAS mutations are prevalent amongst the top three most deadly cancer types: pancreatic (97%), colorectal (44%), and lung (30%) (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51). The majority of RAS mutations occur at amino acid residues/codons 12, 13, and 61; Codon 12 mutations are most frequent in KRAS. The frequency of specific mutations varied between RAS genes and G12D mutations are most predominant in KRAS whereas Q61R and G12R mutations are most frequent in NRAS and HRAS. Furthermore, the spectrum of mutations in a RAS isoform differs between cancer types. For example, KRAS G12D mutations predominate in pancreatic cancers (51%), followed by colorectal adenocarcinomas (45%) and lung cancers (17%) (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51). In contrast, KRAS G12C mutations predominate in non-small cell lung cancer (NSCLC) comprising 11-16% of lung adenocarcinomas (nearly half of mutant KRAS is G12C), as well as 2-5% of pancreatic and colorectal adenocarcinomas, respectively (Cox, A. D. et al. Nat. Rev. Drug Discov. (2014) 13:828-51). Using shRNA knockdown thousands of genes across hundreds of cancer cell lines, genomic studies have demonstrated that cancer cells exhibiting KRAS mutations are highly dependent on KRAS function for cell growth (McDonald, R. et al. Cell 170 (2017): 577-592). Taken together, these findings suggested that KRAS mutations play a critical role in human cancers, therefore development of the inhibitors targeting mutant KRAS may be useful in the clinical treatment of diseases that have characterized by a KRAS mutation.

Methods of Use

The cancer types in which KRAS harboring G12C, G12V, and G12D mutations are implicated include, but are not limited to: carcinomas (e.g., pancreatic, colorectal, lung, bladder, gastric, esophageal, breast, head and neck, cervical skin, thyroid); hematopoietic malignancies (e.g., myeloproliferative neoplasms (MPN), myelodysplastic syndrome (MDS), chronic and juvenile myelomonocytic leukemia (CMML and JMML), acute myeloid leukemia (AML), acute lymphocytic leukemia (ALL) and multiple myeloma (MM)); and other neoplasms (e.g., glioblastoma and sarcomas). In addition, KRAS mutations were found in acquired resistance to anti-EGFR therapy (Knickelbein, K. et al. Genes & Cancer, (2015): 4-12). KRAS mutations were found in immunological and inflammatory disorders (Fernandez-Medarde, A. et al. Genes & Cancer, (2011): 344-358) such as Ras-associated lymphoproliferative disorder (RALD) or juvenile myelomonocytic leukemia (JMML) caused by somatic mutations of KRAS or NRAS.

Compounds of the present disclosure can inhibit the activity of the KRAS protein. For example, compounds of the present disclosure can be used to inhibit activity of KRAS in a cell or in an individual or patient in need of inhibition of the enzyme by administering an inhibiting amount of one or more compounds of the present disclosure to the cell, individual, or patient.

As KRAS inhibitors, the compounds of the present disclosure are useful in the treatment of various diseases associated with abnormal expression or activity of KRAS. Compounds which inhibit KRAS will be useful in providing a means of preventing the growth or inducing apoptosis in tumors, or by inhibiting angiogenesis. It is therefore anticipated that compounds of the present disclosure will prove useful in treating or preventing proliferative disorders such as cancers. In particular, tumors with activating mutants of receptor tyrosine kinases or upregulation of receptor tyrosine kinases may be particularly sensitive to the inhibitors.

In an aspect, provided herein is a method of inhibiting KRAS activity, said method comprising contacting a compound of the instant disclosure with KRAS. In an embodiment, the contacting comprises administering the compound to a patient.

In another aspect, provided herein a is method of treating a disease or disorder associated with inhibition of KRAS interaction, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In an embodiment, the disease or disorder is an immunological or inflammatory disorder.

In another embodiment, the immunological or inflammatory disorder is Ras-associated lymphoproliferative disorder and juvenile myelomonocytic leukemia caused by somatic mutations of KRAS.

In an aspect, provided herein is a method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12C mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In another aspect, provided herein is a method of treating cancer in a patient in need thereof comprising administering to the patient a therapeutically effective amount of the compounds disclosed herein wherein the cancer is characterized by an interaction with a KRAS protein harboring a G12C mutation.

In another aspect, provided herein is a method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12D mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In yet another aspect, provided herein is also a method of treating cancer in a patient in need thereof comprising administering to the patient a therapeutically effective amount of the compounds disclosed herein wherein the cancer is characterized by an interaction with a KRAS protein harboring a G12D mutation.

In another aspect, provided herein is a method for treating a disease or disorder associated with inhibition of KRAS interaction or a mutant thereof in a patient in need thereof comprising the step of administering to the patient a compound disclosed herein, or a pharmaceutically acceptable salt thereof, or a composition comprising a compound disclosed herein or a pharmaceutically acceptable salt thereof, in combination with another therapy or therapeutic agent as described herein.

In yet another aspect, provided herein is a method for treating a cancer in a patient, said method comprising administering to the patient a therapeutically effective amount of any one of the compounds disclosed herein, or pharmaceutically acceptable salt thereof.

In an embodiment, the cancer is selected from carcinomas, hematological cancers, sarcomas, and glioblastoma.

In another embodiment, the hematological cancer is selected from myeloproliferative neoplasms, myelodysplastic syndrome, chronic and juvenile myelomonocytic leukemia, acute myeloid leukemia, acute lymphocytic leukemia, and multiple myeloma.

In yet another embodiment, the carcinoma is selected from pancreatic, colorectal, lung, bladder, gastric, esophageal, breast, head and neck, cervical, skin, and thyroid.

In an embodiment, the cancer is selected from hematological cancers, sarcomas, lung cancers, gastrointestinal cancers, genitourinary tract cancers, liver cancers, bone cancers, nervous system cancers, gynecological cancers, and skin cancers.

In another embodiment, the lung cancer is selected from non-small cell lung cancer (NSCLC), small cell lung cancer, bronchogenic carcinoma, squamous cell bronchogenic carcinoma, undifferentiated small cell bronchogenic carcinoma, undifferentiated large cell bronchogenic carcinoma, adenocarcinoma, bronchogenic carcinoma, alveolar carcinoma, bronchiolar carcinoma, bronchial adenoma, chondromatous hamartoma, mesothelioma, pavicellular and non-pavicellular carcinoma, bronchial adenoma, and pleuropulmonary blastoma.

In yet another embodiment, the lung cancer is non-small cell lung cancer (NSCLC). In still another embodiment, the lung cancer is adenocarcinoma.

In an embodiment, the gastrointestinal cancer is selected from esophagus squamous cell carcinoma, esophagus adenocarcinoma, esophagus leiomyosarcoma, esophagus lymphoma, stomach carcinoma, stomach lymphoma, stomach leiomyosarcoma, exocrine pancreatic carcinoma, pancreatic ductal adenocarcinoma, pancreatic insulinoma, pancreatic glucagonoma, pancreatic gastrinoma, pancreatic carcinoid tumors, pancreatic vipoma, small bowel adenocarcinoma, small bowel lymphoma, small bowel carcinoid tumors, Kaposi's sarcoma, small bowel leiomyoma, small bowel hemangioma, small bowel lipoma, small bowel neurofibroma, small bowel fibroma, large bowel adenocarcinoma, large bowel tubular adenoma, large bowel villous adenoma, large bowel hamartoma, large bowel leiomyoma, colorectal cancer, gall bladder cancer, and anal cancer.

In an embodiment, the gastrointestinal cancer is colorectal cancer.

In another embodiment, the cancer is a carcinoma. In yet another embodiment, the carcinoma is selected from pancreatic carcinoma, colorectal carcinoma, lung carcinoma, bladder carcinoma, gastric carcinoma, esophageal carcinoma, breast carcinoma, head and neck carcinoma, cervical skin carcinoma, and thyroid carcinoma.

In still another embodiment, the cancer is a hematopoietic malignancy. In an embodiment, the hematopoietic malignancy is selected from multiple myeloma, acute myelogenous leukemia, and myeloproliferative neoplasms.

In another embodiment, the cancer is a neoplasm. In yet another embodiment, the neoplasm is glioblastoma or sarcomas.

In certain embodiments, the disclosure provides a method for treating a KRAS-mediated disorder in a patient in need thereof, comprising the step of administering to said patient a compound according to the invention, or a pharmaceutically acceptable composition thereof.

In some embodiments, diseases and indications that are treatable using the compounds of the present disclosure include, but are not limited to hematological cancers, sarcomas, lung cancers, gastrointestinal cancers, genitourinary tract cancers, liver cancers, bone cancers, nervous system cancers, gynecological cancers, and skin cancers.

Exemplary hematological cancers include lymphomas and leukemias such as acute lymphoblastic leukemia (ALL), acute myelogenous leukemia (AML), acute promyelocytic leukemia (APL), chronic lymphocytic leukemia (CLL), chronic myelogenous leukemia (CML), diffuse large B-cell lymphoma (DLBCL), mantle cell lymphoma, Non-Hodgkin lymphoma (including relapsed or refractory NHL and recurrent follicular), Hodgkin lymphoma, myeloproliferative diseases (e.g., primary myelofibrosis (PMF), polycythemia vera (PV), essential thrombocytosis (ET), 8p11 myeloproliferative syndrome, myelodysplasia syndrome (MDS), T-cell acute lymphoblastic lymphoma (T-ALL), multiple myeloma, cutaneous T-cell lymphoma, adult T-cell leukemia, Waldenstrom's Macroglubulinemia, hairy cell lymphoma, marginal zone lymphoma, chronic myelogenic lymphoma and Burkitt's lymphoma.

Exemplary sarcomas include chondrosarcoma, Ewing's sarcoma, osteosarcoma, rhabdomyosarcoma, angiosarcoma, fibrosarcoma, liposarcoma, myxoma, rhabdomyoma, rhabdosarcoma, fibroma, lipoma, harmatoma, lymphosarcoma, leiomyosarcoma, and teratoma.

Exemplary lung cancers include non-small cell lung cancer (NSCLC), small cell lung cancer, bronchogenic carcinoma (squamous cell, undifferentiated small cell, undifferentiated large cell, adenocarcinoma), alveolar (bronchiolar) carcinoma, bronchial adenoma, chondromatous hamartoma, mesothelioma, pavicellular and non-pavicellular carcinoma, bronchial adenoma and pleuropulmonary blastoma.

Exemplary gastrointestinal cancers include cancers of the esophagus (squamous cell carcinoma, adenocarcinoma, leiomyosarcoma, lymphoma), stomach (carcinoma, lymphoma, leiomyosarcoma), pancreas (exocrine pancreatic carcinoma, ductal adenocarcinoma, insulinoma, glucagonoma, gastrinoma, carcinoid tumors, vipoma), small bowel (adenocarcinoma, lymphoma, carcinoid tumors, Kaposi's sarcoma, leiomyoma, hemangioma, lipoma, neurofibroma, fibroma), large bowel (adenocarcinoma, tubular adenoma, villous adenoma, hamartoma, leiomyoma), colorectal cancer, gall bladder cancer and anal cancer.

Exemplary genitourinary tract cancers include cancers of the kidney (adenocarcinoma, Wilm's tumor [nephroblastoma], renal cell carcinoma), bladder and urethra (squamous cell carcinoma, transitional cell carcinoma, adenocarcinoma), prostate (adenocarcinoma, sarcoma), testis (seminoma, teratoma, embryonal carcinoma, teratocarcinoma, choriocarcinoma, sarcoma, interstitial cell carcinoma, fibroma, fibroadenoma, adenomatoid tumors, lipoma) and urothelial carcinoma.

Exemplary liver cancers include hepatoma (hepatocellular carcinoma), cholangiocarcinoma, hepatoblastoma, angiosarcoma, hepatocellular adenoma, and hemangioma.

Exemplary bone cancers include, for example, osteogenic sarcoma (osteosarcoma), fibrosarcoma, malignant fibrous histiocytoma, chondrosarcoma, Ewing's sarcoma, malignant lymphoma (reticulum cell sarcoma), multiple myeloma, malignant giant cell tumor chordoma, osteochronfroma (osteocartilaginous exostoses), benign chondroma, chondroblastoma, chondromyxofibroma, osteoid osteoma, and giant cell tumors

Exemplary nervous system cancers include cancers of the skull (osteoma, hemangioma, granuloma, xanthoma, osteitis deformans), meninges (meningioma, meningiosarcoma, gliomatosis), brain (astrocytoma, meduoblastoma, glioma, ependymoma, germinoma (pinealoma), glioblastoma, glioblastoma multiform, oligodendroglioma, schwannoma, retinoblastoma, congenital tumors, neuro-ectodermal tumors), and spinal cord (neurofibroma, meningioma, glioma, sarcoma), neuroblastoma, Lhermitte-Duclos disease and pineal tumors.

Exemplary gynecological cancers include cancers of the breast (ductal carcinoma, lobular carcinoma, breast sarcoma, triple-negative breast cancer, HER2-positive breast cancer, inflammatory breast cancer, papillary carcinoma), uterus (endometrial carcinoma), cervix (cervical carcinoma, pre-tumor cervical dysplasia), ovaries (ovarian carcinoma (serous cystadenocarcinoma, mucinous cystadenocarcinoma, unclassified carcinoma), granulosa-thecal cell tumors, Sertoli-Leydig cell tumors, dysgerminoma, malignant teratoma), vulva (squamous cell carcinoma, intraepithelial carcinoma, adenocarcinoma, fibrosarcoma, melanoma), vagina (clear cell carcinoma, squamous cell carcinoma, botryoid sarcoma (embryonal rhabdomyosarcoma), and fallopian tubes (carcinoma).

Exemplary skin cancers include melanoma, basal cell carcinoma, squamous cell carcinoma, Kaposi's sarcoma, Merkel cell skin cancer, moles dysplastic nevi, lipoma, angioma, dermatofibroma, and keloids.

Exemplary head and neck cancers include glioblastoma, melanoma, rhabdosarcoma, lymphosarcoma, osteosarcoma, squamous cell carcinomas, adenocarcinomas, oral cancer, laryngeal cancer, nasopharyngeal cancer, nasal and paranasal cancers, thyroid and parathyroid cancers, tumors of the eye, tumors of the lips and mouth and squamous head and neck cancer.

The compounds of the present disclosure can also be useful in the inhibition of tumor metastases.

In addition to oncogenic neoplasms, the compounds of the invention are useful in the treatment of skeletal and chondrocyte disorders including, but not limited to, achrondroplasia, hypochondroplasia, dwarfism, thanatophoric dysplasia (TD) (clinical forms TD I and TD II), Apert syndrome, Crouzon syndrome, Jackson-Weiss syndrome, Beare-Stevenson cutis gyrate syndrome, Pfeiffer syndrome, and craniosynostosis syndromes. In some embodiments, the present disclosure provides a method for treating a patient suffering from a skeletal and chondrocyte disorder.

In some embodiments, compounds described herein can be used to treat Alzheimer's disease, HIV, or tuberculosis.

As used herein, the term “8p11 myeloproliferative syndrome” is meant to refer to myeloid/lymphoid neoplasms associated with eosinophilia and abnormalities of FGFR1.

As used herein, the term “cell” is meant to refer to a cell that is in vitro, ex vivo or in vivo. In some embodiments, an ex vivo cell can be part of a tissue sample excised from an organism such as a mammal. In some embodiments, an in vitro cell can be a cell in a cell culture. In some embodiments, an in vivo cell is a cell living in an organism such as a mammal.

As used herein, the term “contacting” refers to the bringing together of indicated moieties in an in vitro system or an in vivo system. For example, “contacting” KRAS with a compound described herein includes the administration of a compound described herein to an individual or patient, such as a human, having KRAS, as well as, for example, introducing a compound described herein into a sample containing a cellular or purified preparation containing KRAS.

As used herein, the term “individual,” “subject,” or “patient,” used interchangeably, refers to any animal, including mammals, preferably mice, rats, other rodents, rabbits, dogs, cats, swine, cattle, sheep, horses, or primates, and most preferably humans.

As used herein, the phrase “therapeutically effective amount” refers to the amount of active compound or pharmaceutical agent such as an amount of any of the solid forms or salts thereof as disclosed herein that elicits the biological or medicinal response in a tissue, system, animal, individual or human that is being sought by a researcher, veterinarian, medical doctor or other clinician. An appropriate “effective” amount in any individual case may be determined using techniques known to a person skilled in the art.

The phrase “pharmaceutically acceptable” is used herein to refer to those compounds, materials, compositions, and/or dosage forms which are, within the scope of sound medical judgment, suitable for use in contact with the tissues of human beings and animals without excessive toxicity, irritation, allergic response, immunogenicity or other problem or complication, commensurate with a reasonable benefit/risk ratio.

As used herein, the phrase “pharmaceutically acceptable carrier or excipient” refers to a pharmaceutically-acceptable material, composition, or vehicle, such as a liquid or solid filler, diluent, solvent, or encapsulating material. Excipients or carriers are generally safe, non-toxic and neither biologically nor otherwise undesirable and include excipients or carriers that are acceptable for veterinary use as well as human pharmaceutical use. In one embodiment, each component is “pharmaceutically acceptable” as defined herein. See, e.g., Remington; The Science and Practice of Pharmacy 21st ed.; Lippincott Williams & Wilkins: Philadelphia, Pa., 2005; Handbook of Pharmaceutical Excipients, 6th ed.; Rowe et al., Eds.; The Pharmaceutical Press and the American Pharmaceutical Association: 2009; Handbook of Pharmaceutical Additives, 3rd ed.; Ash and Ash Eds.; Gower Publishing Company: 2007; Pharmaceutical Preformulation and Formulation, 2nd ed.; Gibson Ed.; CRC Press LLC: Boca Raton, Fla., 2009.

As used herein, the term “treating” or “treatment” refers to inhibiting a disease; for example, inhibiting a disease, condition, or disorder in an individual who is experiencing or displaying the pathology or symptomology of the disease, condition, or disorder (i.e., arresting further development of the pathology and/or symptomology) or ameliorating the disease; for example, ameliorating a disease, condition, or disorder in an individual who is experiencing or displaying the pathology or symptomology of the disease, condition, or disorder (i.e., reversing the pathology and/or symptomology) such as decreasing the severity of the disease.

The term “prevent,” “preventing,” or “prevention” as used herein, comprises the prevention of at least one symptom associated with or caused by the state, disease or disorder being prevented.

It is appreciated that certain features of the invention, which are, for clarity, described in the context of separate embodiments, can also be provided in combination in a single embodiment (while the embodiments are intended to be combined as if written in multiply dependent form). Conversely, various features of the invention which are, for brevity, described in the context of a single embodiment, can also be provided separately or in any suitable subcombination.

Combination Therapies I. Cancer Therapies

Cancer cell growth and survival can be impacted by dysfunction in multiple signaling pathways. Thus, it is useful to combine different enzyme/protein/receptor inhibitors, exhibiting different preferences in the targets which they modulate the activities of, to treat such conditions. Targeting more than one signaling pathway (or more than one biological molecule involved in a given signaling pathway) may reduce the likelihood of drug-resistance arising in a cell population, and/or reduce the toxicity of treatment.

One or more additional pharmaceutical agents such as, for example, chemotherapeutics, anti-inflammatory agents, steroids, immunosuppressants, immune-oncology agents, metabolic enzyme inhibitors, chemokine receptor inhibitors, and phosphatase inhibitors, as well as targeted therapies such as Bcr-Abl, Flt-3, EGFR, HER2, JAK, c-MET, VEGFR, PDGFR, c-Kit, IGF-1R, RAF, FAK, and CDK4/6 kinase inhibitors such as, for example, those described in WO 2006/056399 can be used in combination with the compounds of the present disclosure for treatment of CDK2-associated diseases, disorders or conditions. Other agents such as therapeutic antibodies can be used in combination with the compounds of the present disclosure for treatment of CDK2-associated diseases, disorders or conditions. The one or more additional pharmaceutical agents can be administered to a patient simultaneously or sequentially.

In some embodiments, the CDK2 inhibitor is administered or used in combination with a BCL2 inhibitor or a CDK4/6 inhibitor.

The compounds as disclosed herein can be used in combination with one or more other enzyme/protein/receptor inhibitors therapies for the treatment of diseases, such as cancer and other diseases or disorders described herein. Examples of diseases and indications treatable with combination therapies include those as described herein. Examples of cancers include solid tumors and non-solid tumors, such as liquid tumors, blood cancers. Examples of infections include viral infections, bacterial infections, fungus infections or parasite infections. For example, the compounds of the present disclosure can be combined with one or more inhibitors of the following kinases for the treatment of cancer: Akt1, Akt2, Akt3, BCL2, CDK4/6, TGF-βR, PKA, PKG, PKC, CaM-kinase, phosphorylase kinase, MEKK, ERK, MAPK, mTOR, EGFR, HER2, HER3, HER4, INS-R, IDH2, IGF-1R, IR-R, PDGFαR, PDGFβR, PI3K (alpha, beta, gamma, delta, and multiple or selective), CSF1R, KIT, FLK-II, KDR/FLK-1, FLK-4, fit-1, FGFR1, FGFR2, FGFR3, FGFR4, c-Met, PARP, Ron, Sea, TRKA, TRKB, TRKC, TAM kinases (Axl, Mer, Tyro3), FLT3, VEGFR/Flt2, Flt4, EphA1, EphA2, EphA3, EphB2, EphB4, Tie2, Src, Fyn, Lck, Fgr, Btk, Fak, SYK, FRK, JAK, ABL, ALK and B-Raf. In some embodiments, the compounds of the present disclosure can be combined with one or more of the following inhibitors for the treatment of cancer or infections. Non-limiting examples of inhibitors that can be combined with the compounds of the present disclosure for treatment of cancer and infections include an FGFR inhibitor (FGFR1, FGFR2, FGFR3 or FGFR4, e.g., pemigatinib (INCB54828), INCB62079), an EGFR inhibitor (also known as ErB-1 or HER-1; e.g., erlotinib, gefitinib, vandetanib, orsimertinib, cetuximab, necitumumab, or panitumumab), a VEGFR inhibitor or pathway blocker (e.g. bevacizumab, pazopanib, sunitinib, sorafenib, axitinib, regorafenib, ponatinib, cabozantinib, vandetanib, ramucirumab, lenvatinib, ziv-aflibercept), a PARP inhibitor (e.g., olaparib, rucaparib, veliparib or niraparib), a JAK inhibitor (JAK1 and/or JAK2; e.g., ruxolitinib or baricitinib; or JAK1; e.g., itacitinib (INCB39110), INCB052793, or INCB054707), an IDO inhibitor (e.g., epacadostat, NLG919, or BMS-986205, MK7162), an LSD1 inhibitor (e.g., GSK2979552, INCB59872 and INCB60003), a TDO inhibitor, a PI3K-delta inhibitor (e.g., parsaclisib (INCB50465) or INCB50797), a PI3K-gamma inhibitor such as PI3K-gamma selective inhibitor, a Pim inhibitor (e.g., INCB53914), a CSF1R inhibitor, a TAM receptor tyrosine kinases (Tyro-3, Axl, and Mer; e.g., INCB081776), an adenosine receptor antagonist (e.g., A2a/A2b receptor antagonist), an HPK1 inhibitor, a chemokine receptor inhibitor (e.g., CCR2 or CCR5 inhibitor), a SHP1/2 phosphatase inhibitor, a histone deacetylase inhibitor (HDAC) such as an HDAC8 inhibitor, an angiogenesis inhibitor, an interleukin receptor inhibitor, bromo and extra terminal family members inhibitors (for example, bromodomain inhibitors or BET inhibitors such as INCB54329 and INCB57643), c-MET inhibitors (e.g., capmatinib), an anti-CD19 antibody (e.g., tafasitamab), an ALK2 inhibitor (e.g., INCB00928); or combinations thereof.

In some embodiments, the compound or salt described herein is administered with a PI3Kδ inhibitor. In some embodiments, the compound or salt described herein is administered with a JAK inhibitor. In some embodiments, the compound or salt described herein is administered with a JAK1 or JAK2 inhibitor (e.g., baricitinib or ruxolitinib). In some embodiments, the compound or salt described herein is administered with a JAK1 inhibitor. In some embodiments, the compound or salt described herein is administered with a JAK1 inhibitor, which is selective over JAK2.

In addition, for treating cancer and other proliferative diseases, compounds described herein can be used in combination with targeted therapies such as, e.g., c-MET inhibitors (e.g., capmatinib), an anti-CD19 antibody (e.g., tafasitamab), an ALK2 inhibitor (e.g., INCB00928); or combinations thereof.

Example antibodies for use in combination therapy include, but are not limited to, trastuzumab (e.g., anti-HER2), ranibizumab (e.g., anti-VEGF-A), bevacizumab (AVASTIN™, e.g., anti-VEGF), panitumumab (e.g., anti-EGFR), cetuximab (e.g., anti-EGFR), rituxan (e.g., anti-CD20), and antibodies directed to c-MET.

One or more of the following agents may be used in combination with the compounds of the present disclosure and are presented as a non-limiting list: a cytostatic agent, cisplatin, doxorubicin, taxotere, taxol, etoposide, irinotecan, camptosar, topotecan, paclitaxel, docetaxel, epothilones, tamoxifen, 5-fluorouracil, methotrexate, temozolomide, cyclophosphamide, SCH 66336, R115777, L778,123, BMS 214662, IRESSA™ (gefitinib), TARCEVA™ (erlotinib), antibodies to EGFR, intron, ara-C, adriamycin, cytoxan, gemcitabine, uracil mustard, chlormethine, ifosfamide, melphalan, chlorambucil, pipobroman, triethylenemelamine, triethylenethiophosphoramine, busulfan, carmustine, lomustine, streptozocin, dacarbazine, floxuridine, cytarabine, 6-mercaptopurine, 6-thioguanine, fludarabine phosphate, oxaliplatin, leucovirin, ELOXATIN™ (oxaliplatin), pentostatine, vinblastine, vincristine, vindesine, bleomycin, dactinomycin, daunorubicin, doxorubicin, epirubicin, idarubicin, mithramycin, deoxycoformycin, mitomycin-C, L-asparaginase, teniposide 17.alpha.-ethinylestradiol, diethylstilbestrol, testosterone, Prednisone, Fluoxymesterone, Dromostanolone propionate, testolactone, megestrolacetate, methylprednisolone, methyltestosterone, prednisolone, triamcinolone, chlorotrianisene, hydroxyprogesterone, aminoglutethimide, estramustine, medroxyprogesteroneacetate, leuprolide, flutamide, toremifene, goserelin, carboplatin, hydroxyurea, amsacrine, procarbazine, mitotane, mitoxantrone, levamisole, navelbene, anastrazole, letrazole, capecitabine, reloxafine, droloxafine, hexamethylmelamine, avastin, HERCEPTIN™ (trastuzumab), BEXXAR™ (tositumomab), VELCADE™ (bortezomib), ZEVALIN™ (ibritumomab tiuxetan), TRISENOX™ (arsenic trioxide), XELODA™ (capecitabine), vinorelbine, porfimer, ERBITUX™ (cetuximab), thiotepa, altretamine, melphalan, trastuzumab, lerozole, fulvestrant, exemestane, ifosfomide, rituximab, C225 (cetuximab), Campath (alemtuzumab), clofarabine, cladribine, aphidicolon, rituxan, sunitinib, dasatinib, tezacitabine, Sml1, fludarabine, pentostatin, triapine, didox, trimidox, amidox, 3-AP, and MDL-101,731.

The compounds of the present disclosure can further be used in combination with other methods of treating cancers, for example by chemotherapy, irradiation therapy, tumor-targeted therapy, adjuvant therapy, immunotherapy or surgery. Examples of immunotherapy include cytokine treatment (e.g., interferons, GM-CSF, G-CSF, IL-2), CRS-207 immunotherapy, cancer vaccine, monoclonal antibody, bispecific or multi-specific antibody, antibody drug conjugate, adoptive T cell transfer, Toll receptor agonists, RIG-I agonists, oncolytic virotherapy and immunomodulating small molecules, including thalidomide or JAK1/2 inhibitor, PI3Kδ inhibitor and the like. The compounds can be administered in combination with one or more anti-cancer drugs, such as a chemotherapeutic agent. Examples of chemotherapeutics include any of: abarelix, aldesleukin, alemtuzumab, alitretinoin, allopurinol, altretamine, anastrozole, arsenic trioxide, asparaginase, azacitidine, bevacizumab, bexarotene, baricitinib, bleomycin, bortezomib, busulfan intravenous, busulfan oral, calusterone, capecitabine, carboplatin, carmustine, cetuximab, chlorambucil, cisplatin, cladribine, clofarabine, cyclophosphamide, cytarabine, dacarbazine, dactinomycin, dalteparin sodium, dasatinib, daunorubicin, decitabine, denileukin, denileukin diftitox, dexrazoxane, docetaxel, doxorubicin, dromostanolone propionate, eculizumab, epirubicin, erlotinib, estramustine, etoposide phosphate, etoposide, exemestane, fentanyl citrate, filgrastim, floxuridine, fludarabine, fluorouracil, fulvestrant, gefitinib, gemcitabine, gemtuzumab ozogamicin, goserelin acetate, histrelin acetate, ibritumomab tiuxetan, idarubicin, ifosfamide, imatinib mesylate, interferon alfa 2a, irinotecan, lapatinib ditosylate, lenalidomide, letrozole, leucovorin, leuprolide acetate, levamisole, lomustine, meclorethamine, megestrol acetate, melphalan, mercaptopurine, methotrexate, methoxsalen, mitomycin C, mitotane, mitoxantrone, nandrolone phenpropionate, nelarabine, nofetumomab, oxaliplatin, paclitaxel, pamidronate, panitumumab, pegaspargase, pegfilgrastim, pemetrexed disodium, pentostatin, pipobroman, plicamycin, procarbazine, quinacrine, rasburicase, rituximab, ruxolitinib, sorafenib, streptozocin, sunitinib, sunitinib maleate, tamoxifen, temozolomide, teniposide, testolactone, thalidomide, thioguanine, thiotepa, topotecan, toremifene, tositumomab, trastuzumab, tretinoin, uracil mustard, valrubicin, vinblastine, vincristine, vinorelbine, vorinostat, and zoledronate.

Additional examples of chemotherapeutics include proteasome inhibitors (e.g., bortezomib), thalidomide, revlimid, and DNA-damaging agents such as melphalan, doxorubicin, cyclophosphamide, vincristine, etoposide, carmustine, and the like.

Example steroids include corticosteroids such as dexamethasone or prednisone.

Example Bcr-Abl inhibitors include imatinib mesylate (GLEEVAC™), nilotinib, dasatinib, bosutinib, and ponatinib, and pharmaceutically acceptable salts. Other example suitable Bcr-Abl inhibitors include the compounds, and pharmaceutically acceptable salts thereof, of the genera and species disclosed in U.S. Pat. No. 5,521,184, WO 04/005281, and U.S. Ser. No. 60/578,491.

Example suitable Flt-3 inhibitors include midostaurin, lestaurtinib, linifanib, sunitinib, sunitinib, maleate, sorafenib, quizartinib, crenolanib, pacritinib, tandutinib, PLX3397 and ASP2215, and their pharmaceutically acceptable salts. Other example suitable Flt-3 inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 03/037347, WO 03/099771, and WO 04/046120.

Example suitable RAF inhibitors include dabrafenib, sorafenib, and vemurafenib, and their pharmaceutically acceptable salts. Other example suitable RAF inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 00/09495 and WO 05/028444.

Example suitable FAK inhibitors include VS-4718, VS-5095, VS-6062, VS-6063, BI853520, and GSK2256098, and their pharmaceutically acceptable salts. Other example suitable FAK inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 04/080980, WO 04/056786, WO 03/024967, WO 01/064655, WO 00/053595, and WO 01/014402.

Example suitable CDK4/6 inhibitors include palbociclib, ribociclib, trilaciclib, lerociclib, and abemaciclib, and their pharmaceutically acceptable salts. Other example suitable CDK4/6 inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 09/085185, WO 12/129344, WO 11/101409, WO 03/062236, WO 10/075074, and WO 12/061156.

In some embodiments, the compounds of the disclosure can be used in combination with one or more other kinase inhibitors including imatinib, particularly for treating patients resistant to imatinib or other kinase inhibitors.

In some embodiments, the compounds of the disclosure can be used in combination with a chemotherapeutic in the treatment of cancer, and may improve the treatment response as compared to the response to the chemotherapeutic agent alone, without exacerbation of its toxic effects. In some embodiments, the compounds of the disclosure can be used in combination with a chemotherapeutic provided herein. For example, additional pharmaceutical agents used in the treatment of multiple myeloma, can include, without limitation, melphalan, melphalan plus prednisone [MP], doxorubicin, dexamethasone, and Velcade (bortezomib). Further additional agents used in the treatment of multiple myeloma include Bcr-Abl, Flt-3, RAF and FAK kinase inhibitors. In some embodiments, the agent is an alkylating agent, a proteasome inhibitor, a corticosteroid, or an immunomodulatory agent. Examples of an alkylating agent include cyclophosphamide (CY), melphalan (MEL), and bendamustine. In some embodiments, the proteasome inhibitor is carfilzomib. In some embodiments, the corticosteroid is dexamethasone (DEX). In some embodiments, the immunomodulatory agent is lenalidomide (LEN) or pomalidomide (POM). Additive or synergistic effects are desirable outcomes of combining a CDK2 inhibitor of the present disclosure with an additional agent.

The agents can be combined with the present compound in a single or continuous dosage form, or the agents can be administered simultaneously or sequentially as separate dosage forms.

The compounds of the present disclosure can be used in combination with one or more other inhibitors or one or more therapies for the treatment of infections. Examples of infections include viral infections, bacterial infections, fungus infections or parasite infections.

In some embodiments, a corticosteroid such as dexamethasone is administered to a patient in combination with the compounds of the disclosure where the dexamethasone is administered intermittently as opposed to continuously.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be combined with another immunogenic agent, such as cancerous cells, purified tumor antigens (including recombinant proteins, peptides, and carbohydrate molecules), cells, and cells transfected with genes encoding immune stimulating cytokines. Non-limiting examples of tumor vaccines that can be used include peptides of melanoma antigens, such as peptides of gp100, MAGE antigens, Trp-2, MARTI and/or tyrosinase, or tumor cells transfected to express the cytokine GM-CSF.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be used in combination with a vaccination protocol for the treatment of cancer. In some embodiments, the tumor cells are transduced to express GM-CSF. In some embodiments, tumor vaccines include the proteins from viruses implicated in human cancers such as Human Papilloma Viruses (HPV), Hepatitis Viruses (HBV and HCV) and Kaposi's Herpes Sarcoma Virus (KHSV). In some embodiments, the compounds of the present disclosure can be used in combination with tumor specific antigen such as heat shock proteins isolated from tumor tissue itself. In some embodiments, the compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be combined with dendritic cells immunization to activate potent anti-tumor responses.

The compounds of the present disclosure can be used in combination with bispecific macrocyclic peptides that target Fe alpha or Fe gamma receptor-expressing effectors cells to tumor cells. The compounds of the present disclosure can also be combined with macrocyclic peptides that activate host immune responsiveness.

In some further embodiments, combinations of the compounds of the disclosure with other therapeutic agents can be administered to a patient prior to, during, and/or after a bone marrow transplant or stem cell transplant. The compounds of the present disclosure can be used in combination with bone marrow transplant for the treatment of a variety of tumors of hematopoietic origin.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be used in combination with vaccines, to stimulate the immune response to pathogens, toxins, and self-antigens. Examples of pathogens for which this therapeutic approach may be particularly useful, include pathogens for which there is currently no effective vaccine, or pathogens for which conventional vaccines are less than completely effective. These include, but are not limited to, HIV, Hepatitis (A, B, & C), Influenza, Herpes, Giardia, Malaria, Leishmania, Staphylococcus aureus, Pseudomonas Aeruginosa.

Viruses causing infections treatable by methods of the present disclosure include, but are not limit to human papillomavirus, influenza, hepatitis A, B, C or D viruses, adenovirus, poxvirus, herpes simplex viruses, human cytomegalovirus, severe acute respiratory syndrome virus, Ebola virus, measles virus, herpes virus (e.g., VZV, HSV-1, HAV-6, HSV-II, and CMV, Epstein Barr virus), flaviviruses, echovirus, rhinovirus, coxsackie virus, cornovirus, respiratory syncytial virus, mumps virus, rotavirus, measles virus, rubella virus, parvovirus, vaccinia virus, HTLV virus, dengue virus, papillomavirus, molluscum virus, poliovirus, rabies virus, JC virus and arboviral encephalitis virus.

Pathogenic bacteria causing infections treatable by methods of the disclosure include, but are not limited to, chlamydia, rickettsial bacteria, mycobacteria, staphylococci, streptococci, pneumococci, meningococci and conococci, klebsiella, proteus, serratia, pseudomonas, legionella, diphtheria, salmonella, bacilli, cholera, tetanus, botulism, anthrax, plague, leptospirosis, and Lyme's disease bacteria.

Pathogenic fungi causing infections treatable by methods of the disclosure include, but are not limited to, Candida (albicans, krusei, glabrata, tropicalis, etc.), Cryptococcus neoformans, Aspergillus (fumigatus, niger, etc.), Genus Mucorales (mucor, absidia, rhizophus), Sporothrix schenkii, Blastomyces dermatitidis, Paracoccidioides brasiliensis, Coccidioides immitis and Histoplasma capsulatum.

Pathogenic parasites causing infections treatable by methods of the disclosure include, but are not limited to, Entamoeba histolytica, Balantidium coli, Naegleria fowleri, Acanthamoeba sp., Giardia lambia, Cryptosporidium sp., Pneumocystis carinii, Plasmodium vivax, Babesia microti, Trypanosoma brucei, Trypanosoma cruzi, Leishmania donovani, Toxoplasma gondi, and Nippostrongylus brasiliensis.

When more than one pharmaceutical agent is administered to a patient, they can be administered simultaneously, separately, sequentially, or in combination (e.g., for more than two agents).

Methods for the safe and effective administration of most of these chemotherapeutic agents are known to those skilled in the art. In addition, their administration is described in the standard literature. For example, the administration of many of the chemotherapeutic agents is described in the “Physicians' Desk Reference” (PDR, e.g., 1996 edition, Medical Economics Company, Montvale, N.J.), the disclosure of which is incorporated herein by reference as if set forth in its entirety.

II. Immune-Checkpoint Therapies

Compounds of the present disclosure can be used in combination with one or more immune checkpoint inhibitors for the treatment of diseases, such as cancer or infections. Exemplary immune checkpoint inhibitors include inhibitors against immune checkpoint molecules such as CBL-B, CD20, CD28, CD40, CD70, CD122, CD96, CD73, CD47, CDK2, GITR, CSF1R, JAK, PI3K delta, PI3K gamma, TAM, arginase, HPK1, CD137 (also known as 4-1BB), ICOS, A2AR, B7-H3, B7-H4, BTLA, CTLA-4, LAG3, TIM3, TLR (TLR7/8), TIGIT, CD112R, VISTA, PD-1, PD-L1 and PD-L2. In some embodiments, the immune checkpoint molecule is a stimulatory checkpoint molecule selected from CD27, CD28, CD40, ICOS, OX40, GITR and CD137. In some embodiments, the immune checkpoint molecule is an inhibitory checkpoint molecule selected from A2AR, B7-H3, B7-H4, BTLA, CTLA-4, IDO, KIR, LAG3, PD-1, TIM3, TIGIT, and VISTA. In some embodiments, the compounds provided herein can be used in combination with one or more agents selected from KIR inhibitors, TIGIT inhibitors, LAIR1 inhibitors, CD160 inhibitors, 2B4 inhibitors and TGFR beta inhibitors.

In some embodiments, the compounds provided herein can be used in combination with one or more agonists of immune checkpoint molecules, e.g., OX40, CD27, GITR, and CD137 (also known as 4-1 BB).

In some embodiments, the inhibitor of an immune checkpoint molecule is anti-PD1 antibody, anti-PD-L1 antibody, or anti-CTLA-4 antibody.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PD-1 or PD-L1, e.g., an anti-PD-1 or anti-PD-L1 monoclonal antibody. In some embodiments, the anti-PD-1 or anti-PD-L1 antibody is nivolumab, pembrolizumab, atezolizumab, durvalumab, avelumab, cemiplimab, atezolizumab, avelumab, tislelizumab, spartalizumab (PDR001), cetrelimab (JNJ-63723283), toripalimab (JS001), camrelizumab (SHR-1210), sintilimab (IBI308), AB122 (GLS-010), AMP-224, AMP-514/MEDI-0680, BMS936559, JTX-4014, BGB-108, SHR-1210, MEDI4736, FAZ053, BCD-100, KN035, CS1001, BAT1306, LZM009, AK105, HLX10, SHR-1316, CBT-502 (TQB2450), A167 (KL-A167), STI-A101 (ZKAB001), CK-301, BGB-A333, MSB-2311, HLX20, TSR-042, or LY3300054. In some embodiments, the inhibitor of PD-1 or PD-L1 is one disclosed in U.S. Pat. Nos. 7,488,802, 7,943,743, 8,008,449, 8,168,757, 8,217, 149, or 10,308,644; U.S. Publ. Nos. 2017/0145025, 2017/0174671, 2017/0174679, 2017/0320875, 2017/0342060, 2017/0362253, 2018/0016260, 2018/0057486, 2018/0177784, 2018/0177870, 2018/0179179, 2018/0179201, 2018/0179202, 2018/0273519, 2019/0040082, 2019/0062345, 2019/0071439, 2019/0127467, 2019/0144439, 2019/0202824, 2019/0225601, 2019/0300524, or 2019/0345170; or PCT Pub. Nos. WO 03042402, WO 2008156712, WO 2010089411, WO 2010036959, WO 2011066342, WO 2011159877, WO 2011082400, or WO 2011161699, which are each incorporated herein by reference in their entirety. In some embodiments, the inhibitor of PD-L1 is INCB086550.

In some embodiments, the antibody is an anti-PD-1 antibody, e.g., an anti-PD-1 monoclonal antibody. In some embodiments, the anti-PD-1 antibody is nivolumab, pembrolizumab, cemiplimab, spartalizumab, camrelizumab, cetrelimab, toripalimab, sintilimab, AB122, AMP-224, JTX-4014, BGB-108, BCD-100, BAT1306, LZM009, AK105, HLX10, or TSR-042. In some embodiments, the anti-PD-1 antibody is nivolumab, pembrolizumab, cemiplimab, spartalizumab, camrelizumab, cetrelimab, toripalimab, or sintilimab. In some embodiments, the anti-PD-1 antibody is pembrolizumab. In some embodiments, the anti-PD-1 antibody is nivolumab. In some embodiments, the anti-PD-1 antibody is cemiplimab. In some embodiments, the anti-PD-1 antibody is spartalizumab. In some embodiments, the anti-PD-1 antibody is camrelizumab. In some embodiments, the anti-PD-1 antibody is cetrelimab. In some embodiments, the anti-PD-1 antibody is toripalimab. In some embodiments, the anti-PD-1 antibody is sintilimab. In some embodiments, the anti-PD-1 antibody is AB122. In some embodiments, the anti-PD-1 antibody is AMP-224. In some embodiments, the anti-PD-1 antibody is JTX-4014. In some embodiments, the anti-PD-1 antibody is BGB-108. In some embodiments, the anti-PD-1 antibody is BCD-100. In some embodiments, the anti-PD-1 antibody is BAT1306. In some embodiments, the anti-PD-1 antibody is LZM009. In some embodiments, the anti-PD-1 antibody is AK105. In some embodiments, the anti-PD-1 antibody is HLX10. In some embodiments, the anti-PD-1 antibody is TSR-042. In some embodiments, the anti-PD-1 monoclonal antibody is nivolumab or pembrolizumab. In some embodiments, the anti-PD-1 monoclonal antibody is MGA012 (INCMGA0012; retifanlimab). In some embodiments, the anti-PD1 antibody is SHR-1210. Other anti-cancer agent(s) include antibody therapeutics such as 4-1BB (e.g., urelumab, utomilumab). In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PD-L1, e.g., an anti-PD-L1 monoclonal antibody. In some embodiments, the anti-PD-L1 monoclonal antibody is atezolizumab, avelumab, durvalumab, tislelizumab, BMS-935559, MEDI4736, atezolizumab (MPDL3280A; also known as RG7446), avelumab (MSB0010718C), FAZ053, KN035, CS1001, SHR-1316, CBT-502, A167, STI-A101, CK-301, BGB-A333, MSB-2311, HLX20, or LY3300054. In some embodiments, the anti-PD-L1 antibody is atezolizumab, avelumab, durvalumab, or tislelizumab. In some embodiments, the anti-PD-L1 antibody is atezolizumab. In some embodiments, the anti-PD-L1 antibody is avelumab. In some embodiments, the anti-PD-L1 antibody is durvalumab. In some embodiments, the anti-PD-L1 antibody is tislelizumab. In some embodiments, the anti-PD-L1 antibody is BMS-935559. In some embodiments, the anti-PD-L1 antibody is MEDI4736. In some embodiments, the anti-PD-L1 antibody is FAZ053. In some embodiments, the anti-PD-L1 antibody is KN035. In some embodiments, the anti-PD-L1 antibody is CS1001. In some embodiments, the anti-PD-L1 antibody is SHR-1316. In some embodiments, the anti-PD-L1 antibody is CBT-502. In some embodiments, the anti-PD-L1 antibody is A167. In some embodiments, the anti-PD-L1 antibody is STI-A101. In some embodiments, the anti-PD-L1 antibody is CK-301. In some embodiments, the anti-PD-L1 antibody is BGB-A333. In some embodiments, the anti-PD-L1 antibody is MSB-2311. In some embodiments, the anti-PD-L1 antibody is HLX20. In some embodiments, the anti-PD-L1 antibody is LY3300054.

In some embodiments, the inhibitor of an immune checkpoint molecule is a small molecule that binds to PD-L1, or a pharmaceutically acceptable salt thereof. In some embodiments, the inhibitor of an immune checkpoint molecule is a small molecule that binds to and internalizes PD-L1, or a pharmaceutically acceptable salt thereof. In some embodiments, the inhibitor of an immune checkpoint molecule is a compound selected from those in US 2018/0179201, US 2018/0179197, US 2018/0179179, US 2018/0179202, US 2018/0177784, US 2018/0177870, U.S. Ser. No. 16/369,654 (filed Mar. 29, 2019), and U.S. Ser. No. 62/688,164, or a pharmaceutically acceptable salt thereof, each of which is incorporated herein by reference in its entirety.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of KIR, TIGIT, LAIR1, CD160, 2B4 and TGFR beta.

In some embodiments, the inhibitor is MCLA-145.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CTLA-4, e.g., an anti-CTLA-4 antibody. In some embodiments, the anti-CTLA-4 antibody is ipilimumab, tremelimumab, AGEN1884, or CP-675,206.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of LAG3, e.g., an anti-LAG3 antibody. In some embodiments, the anti-LAG3 antibody is BMS-986016, LAG525, INCAGN2385, or eftilagimod alpha (IMP321).

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD73. In some embodiments, the inhibitor of CD73 is oleclumab.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TIGIT. In some embodiments, the inhibitor of TIGIT is OMP-31M32.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of VISTA. In some embodiments, the inhibitor of VISTA is JNJ-61610588 or CA-170.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of B7-H3. In some embodiments, the inhibitor of B7-H3 is enoblituzumab, MGD009, or 8H9.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of KIR. In some embodiments, the inhibitor of KIR is lirilumab or IPH4102.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of A2aR. In some embodiments, the inhibitor of A2aR is CPI-444.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TGF-beta. In some embodiments, the inhibitor of TGF-beta is trabedersen, galusertinib, or M7824.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PI3K-gamma. In some embodiments, the inhibitor of PI3K-gamma is IPI-549.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD47. In some embodiments, the inhibitor of CD47 is Hu5F9-G4 or TTI-621.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD73. In some embodiments, the inhibitor of CD73 is MEDI9447.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD70. In some embodiments, the inhibitor of CD70 is cusatuzumab or BMS-936561.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TIM3, e.g., an anti-TIM3 antibody. In some embodiments, the anti-TIM3 antibody is INCAGN2390, MBG453, or TSR-022.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD20, e.g., an anti-CD20 antibody. In some embodiments, the anti-CD20 antibody is obinutuzumab or rituximab.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of OX40, CD27, CD28, GITR, ICOS, CD40, TLR7/8, and CD137 (also known as 4-1BB).

In some embodiments, the agonist of CD137 is urelumab. In some embodiments, the agonist of CD137 is utomilumab.

In some embodiments, the agonist of an immune checkpoint molecule is an inhibitor of GITR. In some embodiments, the agonist of GITR is TRX518, MK-4166, INCAGN1876, MK-1248, AMG228, BMS-986156, GWN323, MEDI1873, or MEDI6469. In some embodiments, the agonist of an immune checkpoint molecule is an agonist of OX40, e.g., OX40 agonist antibody or OX40L fusion protein. In some embodiments, the anti-OX40 antibody is INCAGN01949, MEDI0562 (tavolimab), MOXR-0916, PF-04518600, GSK3174998, BMS-986178, or 9B12. In some embodiments, the OX40L fusion protein is MEDI6383.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of CD40. In some embodiments, the agonist of CD40 is CP-870893, ADC-1013, CDX-1140, SEA-CD40, RO7009789, JNJ-64457107, APX-005M, or Chi Lob 7/4.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of ICOS. In some embodiments, the agonist of ICOS is GSK-3359609, JTX-2011, or MEDI-570.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of CD28. In some embodiments, the agonist of CD28 is theralizumab.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of CD27. In some embodiments, the agonist of CD27 is varlilumab.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of TLR7/8. In some embodiments, the agonist of TLR7/8 is MEDI9197.

The compounds of the present disclosure can be used in combination with bispecific antibodies. In some embodiments, one of the domains of the bispecific antibody targets PD-1, PD-L1, CTLA-4, GITR, OX40, TIM3, LAG3, CD137, ICOS, CD3 or TGFβ receptor. In some embodiments, the bispecific antibody binds to PD-1 and PD-L1. In some embodiments, the bispecific antibody that binds to PD-1 and PD-L1 is MCLA-136. In some embodiments, the bispecific antibody binds to PD-L1 and CTLA-4. In some embodiments, the bispecific antibody that binds to PD-L1 and CTLA-4 is AK104.

In some embodiments, the compounds of the disclosure can be used in combination with one or more metabolic enzyme inhibitors. In some embodiments, the metabolic enzyme inhibitor is an inhibitor of IDO1, TDO, or arginase. Examples of IDO1 inhibitors include epacadostat, NLG919, BMS-986205, PF-06840003, IOM2983, RG-70099 and LY338196. Inhibitors of arginase inhibitors include INCB1158.

As provided throughout, the additional compounds, inhibitors, agents, etc. can be combined with the present compound in a single or continuous dosage form, or they can be administered simultaneously or sequentially as separate dosage forms.

Formulation, Dosage Forms and Administration

When employed as pharmaceuticals, the compounds of the present disclosure can be administered in the form of pharmaceutical compositions. Thus, the present disclosure provides a composition comprising a compound of Formula I, II, or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or a pharmaceutically acceptable salt thereof, or any of the embodiments thereof, and at least one pharmaceutically acceptable carrier or excipient. These compositions can be prepared in a manner well known in the pharmaceutical art, and can be administered by a variety of routes, depending upon whether local or systemic treatment is indicated and upon the area to be treated. Administration may be topical (including transdermal, epidermal, ophthalmic and to mucous membranes including intranasal, vaginal and rectal delivery), pulmonary (e.g., by inhalation or insufflation of powders or aerosols, including by nebulizer; intratracheal or intranasal), oral or parenteral. Parenteral administration includes intravenous, intraarterial, subcutaneous, intraperitoneal intramuscular or injection or infusion; or intracranial, e.g., intrathecal or intraventricular, administration. Parenteral administration can be in the form of a single bolus dose, or may be, e.g., by a continuous perfusion pump. Pharmaceutical compositions and formulations for topical administration may include transdermal patches, ointments, lotions, creams, gels, drops, suppositories, sprays, liquids and powders. Conventional pharmaceutical carriers, aqueous, powder or oily bases, thickeners and the like may be necessary or desirable.

This invention also includes pharmaceutical compositions which contain, as the active ingredient, the compound of the present disclosure or a pharmaceutically acceptable salt thereof, in combination with one or more pharmaceutically acceptable carriers or excipients. In some embodiments, the composition is suitable for topical administration. In making the compositions of the invention, the active ingredient is typically mixed with an excipient, diluted by an excipient or enclosed within such a carrier in the form of, e.g., a capsule, sachet, paper, or other container. When the excipient serves as a diluent, it can be a solid, semi-solid, or liquid material, which acts as a vehicle, carrier or medium for the active ingredient. Thus, the compositions can be in the form of tablets, pills, powders, lozenges, sachets, cachets, elixirs, suspensions, emulsions, solutions, syrups, aerosols (as a solid or in a liquid medium), ointments containing, e.g., up to 10% by weight of the active compound, soft and hard gelatin capsules, suppositories, sterile injectable solutions and sterile packaged powders.

In preparing a formulation, the active compound can be milled to provide the appropriate particle size prior to combining with the other ingredients. If the active compound is substantially insoluble, it can be milled to a particle size of less than 200 mesh. If the active compound is substantially water soluble, the particle size can be adjusted by milling to provide a substantially uniform distribution in the formulation, e.g., about 40 mesh.

The compounds of the invention may be milled using known milling procedures such as wet milling to obtain a particle size appropriate for tablet formation and for other formulation types. Finely divided (nanoparticulate) preparations of the compounds of the invention can be prepared by processes known in the art see, e.g., WO 2002/000196.

Some examples of suitable excipients include lactose, dextrose, sucrose, sorbitol, mannitol, starches, gum acacia, calcium phosphate, alginates, tragacanth, gelatin, calcium silicate, microcrystalline cellulose, polyvinylpyrrolidone, cellulose, water, syrup and methyl cellulose. The formulations can additionally include: lubricating agents such as talc, magnesium stearate and mineral oil; wetting agents; emulsifying and suspending agents; preserving agents such as methyl- and propylhydroxy-benzoates; sweetening agents; and flavoring agents. The compositions of the invention can be formulated so as to provide quick, sustained or delayed release of the active ingredient after administration to the patient by employing procedures known in the art.

In some embodiments, the pharmaceutical composition comprises silicified microcrystalline cellulose (SMCC) and at least one compound described herein, or a pharmaceutically acceptable salt thereof. In some embodiments, the silicified microcrystalline cellulose comprises about 98% microcrystalline cellulose and about 2% silicon dioxide w/w.

In some embodiments, the composition is a sustained release composition comprising at least one compound described herein, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and at least one component selected from microcrystalline cellulose, lactose monohydrate, hydroxypropyl methylcellulose and polyethylene oxide. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and microcrystalline cellulose, lactose monohydrate and hydroxypropyl methylcellulose. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and microcrystalline cellulose, lactose monohydrate and polyethylene oxide. In some embodiments, the composition further comprises magnesium stearate or silicon dioxide. In some embodiments, the microcrystalline cellulose is Avicel PH102™. In some embodiments, the lactose monohydrate is Fast-flo 316™. In some embodiments, the hydroxypropyl methylcellulose is hydroxypropyl methylcellulose 2208 K4M (e.g., Methocel K4 M Premier™) and/or hydroxypropyl methylcellulose 2208 K100LV (e.g., Methocel K00LV™). In some embodiments, the polyethylene oxide is polyethylene oxide WSR 1105 (e.g., Polyox WSR 1105™).

In some embodiments, a wet granulation process is used to produce the composition. In some embodiments, a dry granulation process is used to produce the composition.

The compositions can be formulated in a unit dosage form, each dosage containing from about 5 to about 1,000 mg (1 g), more usually about 100 mg to about 500 mg, of the active ingredient. In some embodiments, each dosage contains about 10 mg of the active ingredient. In some embodiments, each dosage contains about 50 mg of the active ingredient. In some embodiments, each dosage contains about 25 mg of the active ingredient. The term “unit dosage forms” refers to physically discrete units suitable as unitary dosages for human subjects and other mammals, each unit containing a predetermined quantity of active material calculated to produce the desired therapeutic effect, in association with a suitable pharmaceutical excipient.

The components used to formulate the pharmaceutical compositions are of high purity and are substantially free of potentially harmful contaminants (e.g., at least National Food grade, generally at least analytical grade, and more typically at least pharmaceutical grade). Particularly for human consumption, the composition is preferably manufactured or formulated under Good Manufacturing Practice standards as defined in the applicable regulations of the U.S. Food and Drug Administration. For example, suitable formulations may be sterile and/or substantially isotonic and/or in full compliance with all Good Manufacturing Practice regulations of the U.S. Food and Drug Administration.

The active compound may be effective over a wide dosage range and is generally administered in a therapeutically effective amount. It will be understood, however, that the amount of the compound actually administered will usually be determined by a physician, according to the relevant circumstances, including the condition to be treated, the chosen route of administration, the actual compound administered, the age, weight, and response of the individual patient, the severity of the patient's symptoms and the like.

The therapeutic dosage of a compound of the present invention can vary according to, e.g., the particular use for which the treatment is made, the manner of administration of the compound, the health and condition of the patient, and the judgment of the prescribing physician. The proportion or concentration of a compound of the invention in a pharmaceutical composition can vary depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity), and the route of administration. For example, the compounds of the invention can be provided in an aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for parenteral administration. Some typical dose ranges are from about 1 μg/kg to about 1 g/kg of body weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg of body weight per day. The dosage is likely to depend on such variables as the type and extent of progression of the disease or disorder, the overall health status of the particular patient, the relative biological efficacy of the compound selected, formulation of the excipient, and its route of administration. Effective doses can be extrapolated from dose-response curves derived from in vitro or animal model test systems.

For preparing solid compositions such as tablets, the principal active ingredient is mixed with a pharmaceutical excipient to form a solid preformulation composition containing a homogeneous mixture of a compound of the present invention. When referring to these preformulation compositions as homogeneous, the active ingredient is typically dispersed evenly throughout the composition so that the composition can be readily subdivided into equally effective unit dosage forms such as tablets, pills and capsules. This solid preformulation is then subdivided into unit dosage forms of the type described above containing from, e.g., about 0.1 to about 1000 mg of the active ingredient of the present invention.

The tablets or pills of the present invention can be coated or otherwise compounded to provide a dosage form affording the advantage of prolonged action. For example, the tablet or pill can comprise an inner dosage and an outer dosage component, the latter being in the form of an envelope over the former. The two components can be separated by an enteric layer which serves to resist disintegration in the stomach and permit the inner component to pass intact into the duodenum or to be delayed in release. A variety of materials can be used for such enteric layers or coatings, such materials including a number of polymeric acids and mixtures of polymeric acids with such materials as shellac, cetyl alcohol and cellulose acetate.

The liquid forms in which the compounds and compositions of the present invention can be incorporated for administration orally or by injection include aqueous solutions, suitably flavored syrups, aqueous or oil suspensions, and flavored emulsions with edible oils such as cottonseed oil, sesame oil, coconut oil, or peanut oil, as well as elixirs and similar pharmaceutical vehicles.

Compositions for inhalation or insufflation include solutions and suspensions in pharmaceutically acceptable, aqueous or organic solvents, or mixtures thereof, and powders. The liquid or solid compositions may contain suitable pharmaceutically acceptable excipients as described supra. In some embodiments, the compositions are administered by the oral or nasal respiratory route for local or systemic effect. Compositions can be nebulized by use of inert gases. Nebulized solutions may be breathed directly from the nebulizing device or the nebulizing device can be attached to a face mask, tent, or intermittent positive pressure breathing machine. Solution, suspension, or powder compositions can be administered orally or nasally from devices which deliver the formulation in an appropriate manner.

Topical formulations can contain one or more conventional carriers. In some embodiments, ointments can contain water and one or more hydrophobic carriers selected from, e.g., liquid paraffin, polyoxyethylene alkyl ether, propylene glycol, white Vaseline, and the like. Carrier compositions of creams can be based on water in combination with glycerol and one or more other components, e.g., glycerinemonostearate, PEG-glycerinemonostearate and cetylstearyl alcohol. Gels can be formulated using isopropyl alcohol and water, suitably in combination with other components such as, e.g., glycerol, hydroxyethyl cellulose, and the like. In some embodiments, topical formulations contain at least about 0.1, at least about 0.25, at least about 0.5, at least about 1, at least about 2 or at least about 5 wt % of the compound of the invention. The topical formulations can be suitably packaged in tubes of, e.g., 100 g which are optionally associated with instructions for the treatment of the select indication, e.g., psoriasis or other skin condition.

The amount of compound or composition administered to a patient will vary depending upon what is being administered, the purpose of the administration, such as prophylaxis or therapy, the state of the patient, the manner of administration and the like. In therapeutic applications, compositions can be administered to a patient already suffering from a disease in an amount sufficient to cure or at least partially arrest the symptoms of the disease and its complications. Effective doses will depend on the disease condition being treated as well as by the judgment of the attending clinician depending upon factors such as the severity of the disease, the age, weight and general condition of the patient and the like.

The compositions administered to a patient can be in the form of pharmaceutical compositions described above. These compositions can be sterilized by conventional sterilization techniques, or may be sterile filtered. Aqueous solutions can be packaged for use as is, or lyophilized, the lyophilized preparation being combined with a sterile aqueous carrier prior to administration. The pH of the compound preparations typically will be between 3 and 11, more preferably from 5 to 9 and most preferably from 7 to 8. It will be understood that use of certain of the foregoing excipients, carriers or stabilizers will result in the formation of pharmaceutical salts.

The therapeutic dosage of a compound of the present invention can vary according to, e.g., the particular use for which the treatment is made, the manner of administration of the compound, the health and condition of the patient, and the judgment of the prescribing physician. The proportion or concentration of a compound of the invention in a pharmaceutical composition can vary depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity), and the route of administration. For example, the compounds of the invention can be provided in an aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for parenteral administration. Some typical dose ranges are from about 1 μg/kg to about 1 g/kg of body weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg of body weight per day. The dosage is likely to depend on such variables as the type and extent of progression of the disease or disorder, the overall health status of the particular patient, the relative biological efficacy of the compound selected, formulation of the excipient, and its route of administration. Effective doses can be extrapolated from dose-response curves derived from in vitro or animal model test systems.

Labeled Compounds and Assay Methods

Another aspect of the present invention relates to labeled compounds of the disclosure (radio-labeled, fluorescent-labeled, etc.) that would be useful not only in imaging techniques but also in assays, both in vitro and in vivo, for localizing and quantitating KRAS protein in tissue samples, including human, and for identifying KRAS ligands by inhibition binding of a labeled compound. Substitution of one or more of the atoms of the compounds of the present disclosure can also be useful in generating differentiated ADME (Adsorption, Distribution, Metabolism and Excretion). Accordingly, the present invention includes KRAS binding assays that contain such labeled or substituted compounds.

The present disclosure further includes isotopically-labeled compounds of the disclosure. An “isotopically” or “radio-labeled” compound is a compound of the disclosure where one or more atoms are replaced or substituted by an atom having an atomic mass or mass number different from the atomic mass or mass number typically found in nature (i.e., naturally occurring). Suitable radionuclides that may be incorporated in compounds of the present disclosure include but are not limited to ²H (also written as D for deuterium), ³H (also written as T for tritium), ¹¹C, ¹³C, ¹⁴C, ¹³N, ¹⁵N, ¹⁵O, ¹⁷O, ¹⁸O, ¹⁸F, ³⁵S, ³⁶Cl, ⁸²Br, ⁷⁵Br, ⁷⁶Br, ⁷⁷Br, ¹²³I, ¹²⁴I, ¹²⁵I and ¹³¹I. For example, one or more hydrogen atoms in a compound of the present disclosure can be replaced by deuterium atoms (e.g., one or more hydrogen atoms of a C₁₋₆ alkyl group of Formula I, II, or any formulae provided herein can be optionally substituted with deuterium atoms, such as —CD₃ being substituted for —CH₃). In some embodiments, alkyl groups in Formula I, II, or any formulae provided herein can be perdeuterated.

One or more constituent atoms of the compounds presented herein can be replaced or substituted with isotopes of the atoms in natural or non-natural abundance. In some embodiments, the compound includes at least one deuterium atom. In some embodiments, the compound includes two or more deuterium atoms. In some embodiments, the compound includes 1-2, 1-3, 1-4, 1-5, or 1-6 deuterium atoms. In some embodiments, all of the hydrogen atoms in a compound can be replaced or substituted by deuterium atoms.

Synthetic methods for including isotopes into organic compounds are known in the art (Deuterium Labeling in Organic Chemistry by Alan F. Thomas (New York, N.Y., Appleton-Century-Crofts, 1971; The Renaissance of H/D Exchange by Jens Atzrodt, Volker Derdau, Thorsten Fey and Jochen Zimmermann, Angew. Chem. Int. Ed. 2007, 7744-7765; The Organic Chemistry of Isotopic Labelling by James R. Hanson, Royal Society of Chemistry, 2011). Isotopically labeled compounds can be used in various studies such as NMR spectroscopy, metabolism experiments, and/or assays.

Substitution with heavier isotopes, such as deuterium, may afford certain therapeutic advantages resulting from greater metabolic stability, for example, increased in vivo half-life or reduced dosage requirements, and hence may be preferred in some circumstances, (see e.g., A. Kerekes et. al. J. Med. Chem. 2011, 54, 201-210; R. Xu et. al. J. Label Compd. Radiopharm. 2015, 58, 308-312). In particular, substitution at one or more metabolism sites may afford one or more of the therapeutic advantages.

The radionuclide that is incorporated in the instant radio-labeled compounds will depend on the specific application of that radio-labeled compound. For example, for in vitro adenosine receptor labeling and competition assays, compounds that incorporate ³H, ¹⁴C, ⁸²Br, ¹²⁵I, ¹³¹I or ³⁵S can be useful. For radio-imaging applications ¹¹C, ¹⁸F, ¹²⁵I, ¹²³I, ¹²⁴I, ¹³¹I, ⁷⁵Br, ⁷⁶Br or ⁷⁷Br can be useful.

It is understood that a “radio-labeled” or “labeled compound” is a compound that has incorporated at least one radionuclide. In some embodiments, the radionuclide is selected from ³H, ¹⁴C, ¹²⁵I, ³⁵S and ⁸²Br.

The present disclosure can further include synthetic methods for incorporating radio-isotopes into compounds of the disclosure. Synthetic methods for incorporating radio-isotopes into organic compounds are well known in the art, and an ordinary skill in the art will readily recognize the methods applicable for the compounds of disclosure.

A labeled compound of the invention can be used in a screening assay to identify and/or evaluate compounds. For example, a newly synthesized or identified compound (i.e., test compound) which is labeled can be evaluated for its ability to bind a KRAS protein by monitoring its concentration variation when contacting with the KRAS, through tracking of the labeling. For example, a test compound (labeled) can be evaluated for its ability to reduce binding of another compound which is known to bind to a KRAS protein (i.e., standard compound). Accordingly, the ability of a test compound to compete with the standard compound for binding to the KRAS protein directly correlates to its binding affinity.

Conversely, in some other screening assays, the standard compound is labeled and test compounds are unlabeled. Accordingly, the concentration of the labeled standard compound is monitored in order to evaluate the competition between the standard compound and the test compound, and the relative binding affinity of the test compound is thus ascertained.

Kits

The present disclosure also includes pharmaceutical kits useful, e.g., in the treatment or prevention of diseases or disorders associated with the activity of KRAS, such as cancer or infections, which include one or more containers containing a pharmaceutical composition comprising a therapeutically effective amount of a compound of Formula I, II, or any of the embodiments thereof. Such kits can further include one or more of various conventional pharmaceutical kit components, such as, e.g., containers with one or more pharmaceutically acceptable carriers, additional containers, etc., as will be readily apparent to those skilled in the art. Instructions, either as inserts or as labels, indicating quantities of the components to be administered, guidelines for administration, and/or guidelines for mixing the components, can also be included in the kit.

The invention will be described in greater detail by way of specific examples. The following examples are offered for illustrative purposes, and are not intended to limit the invention in any manner. Those of skill in the art will readily recognize a variety of non-critical parameters which can be changed or modified to yield essentially the same results. The compounds of the Examples have been found to inhibit the activity of KRAS according to at least one assay described herein.

EXAMPLES

Experimental procedures for compounds of the invention are provided below. Preparatory LC-MS purifications of some of the compounds prepared were performed on Waters mass directed fractionation systems. The basic equipment setup, protocols, and control software for the operation of these systems have been described in detail in the literature. See e.g. “Two-Pump At Column Dilution Configuration for Preparative LC-MS”, K. Blom, J. Combi. Chem., 4, 295 (2002); “Optimizing Preparative LC-MS Configurations and Methods for Parallel Synthesis Purification”, K. Blom, R. Sparks, J. Doughty, G. Everlof, T. Haque, A. Combs, J. Combi. Chem., 5, 670 (2003); and “Preparative LC-MS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Combi. Chem., 6, 874-883 (2004). The compounds separated were typically subjected to analytical liquid chromatography mass spectrometry (LCMS) for purity check.

The compounds separated were typically subjected to analytical liquid chromatography mass spectrometry (LCMS) for purity check under the following conditions: Instrument; Agilent 1100 series, LC/MSD, Column: Waters Sunfire™ C₁₈ 5 μm particle size, 2.1×5.0 mm, Buffers: mobile phase A: 0.025% TFA in water and mobile phase B: acetonitrile; gradient 2% to 80% of B in 3 minutes with flow rate 2.0 mL/minute.

Some of the compounds prepared were also separated on a preparative scale by reverse-phase high performance liquid chromatography (RP-HPLC) with MS detector or flash chromatography (silica gel) as indicated in the Examples. Typical preparative reverse-phase high performance liquid chromatography (RP-HPLC) column conditions are as follows:

pH=2 purifications: Waters Sunfire™ C₁₈ 5 μm particle size, 19×100 mm column, eluting with mobile phase A: 0.1% TFA (trifluoroacetic acid) in water and mobile phase B: acetonitrile; the flow rate was 30 mL/minute, the separating gradient was optimized for each compound using the Compound Specific Method Optimization protocol as described in the literature [see “Preparative LCMS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Comb. Chem., 6, 874-883 (2004)]. Typically, the flow rate used with the 30×100 mm column was 60 mL/minute.

pH=10 purifications: Waters XBridge C₁₈ 5 μm particle size, 19×100 mm column, eluting with mobile phase A: 0.15% NH₄OH in water and mobile phase B: acetonitrile; the flow rate was 30 mL/minute, the separating gradient was optimized for each compound using the Compound Specific Method Optimization protocol as described in the literature [See “Preparative LCMS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Comb. Chem., 6, 874-883 (2004)]. Typically, the flow rate used with 30×100 mm column was 60 mL/minute.”

The following abbreviations may be used herein: AcOH (acetic acid); Ac₂O (acetic anhydride); aq. (aqueous); atm. (atmosphere(s)); Boc (f-butoxycarbonyl); BOP ((benzotriazol-1-yloxy)tris(dimethylamino)phosphonium hexafluorophosphate); br (broad); Cbz (carboxybenzyl); calc, (calculated); d (doublet); dd (doublet of doublets); DBU (1,8-diazabicyclo[5.4.0]undec-7-ene); DCM (dichloromethane); DIAD (N, N′-diisopropyl azidodicarboxylate); DIEA (N,N-diisopropylethylamine); DIPEA (N, N-diisopropylethylamine); DIBAL (diisobutylaluminium hydride); DMF (N, N-dimethylformamide); Et (ethyl); EtOAc (ethyl acetate); FCC (flash column chromatography); g (gram(s)); h (hour(s)); HATU (N, N, N, N-tetramethyl-O-(7-azabenzotriazol-1-yl)uronium hexafluorophosphate); HCl (hydrochloric acid); HPLC (high performance liquid chromatography); Hz (hertz); J (coupling constant); LCMS (liquid chromatography-mass spectrometry); LDA (lithium diisopropylamide); m (multiplet); M (molar); mCPBA (3-chloroperoxybenzoic acid); MS (Mass spectrometry); Me (methyl); MeCN (acetonitrile); MeOH (methanol); mg (milligram(s)); min. (minutes(s)); mL (milliliter(s)); mmol (millimole(s)); N (normal); NCS (N-chlorosuccinimide); NEt₃ (triethylamine); nM (nanomolar); NMP (N-methylpyrrolidinone); NMR (nuclear magnetic resonance spectroscopy); OTf (trifluoromethanesulfonate); Ph (phenyl); pM (picomolar); PPT (precipitate); RP-HPLC (reverse phase high performance liquid chromatography); r.t. (room temperature), s (singlet); t (triplet or tertiary); TBS (tert-butyldimethylsilyl); tert (tertiary); tt (triplet of triplets); TFA (trifluoroacetic acid); THF (tetrahydrofuran); μg (microgram(s)); μL (microliter(s)); μM (micromolar); wt % (weight percent). Brine is saturated aqueous sodium chloride. In vacuo is under vacuum.

Example 1: 1-(1-acryloylpiperidin-4-yl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

Step A: 5,6-dichloro-N-(2,6-diethylphenyl)-3-nitropyridin-2-amine

A mixture of 2,3,6-trichloro-5-nitropyridine (1.0 g, 4.40 mmol), 2,6-diethylaniline (0.724 ml, 4.40 mmol)) and N-ethyl-N-isopropylpropan-2-amine (0.568 g, 4.40 mmol) in dioxane (10 ml) was stirred at 110° C. overnight. Direct purification on silica gel column (40 g, 0-50% EtOAc in Hexane) afforded the desired product, 5,6-dichloro-N-(2,6-diethylphenyl)-3-nitropyridin-2-amine (0.87 g, 2.56 mmol, 58.2% yield). LC/MS m/z calculated for C₁₅H₁₅Cl₂N₃O₂: 340.05 (M+H)⁺; found: 340.1 (M+H)⁺.

Step B: 5,6-dichloro-N2-(2,6-diethylphenyl)pyridine-2,3-diamine

A mixture of 5,6-dichloro-N-(2,6-diethylphenyl)-3-nitropyridin-2-amine (776 mg, 2.281 mmol), Iron (637 mg, 11.40 mmol), and Ammonium chloride (80 μl, 2.281 mmol) in ethanol (10 ml) and water (5.00 ml) was stirred at 80° C. for 1 h. The reaction mixture was filtered through a cake of celite and the filtrate was evaporated under reduced pressure. The residue was dissolved in 20 mL of EtOAc and 20 mL of water. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with water and brine, then dried over Na₂SO₄, filtered and evaporated in vacuum. Direct purification on silica gel (40 g, 0-100% EtOAc in Hexane) afforded the desired product, 5,6-dichloro-N2-(2,6-diethylphenyl)pyridine-2,3-diamine (0.59 g, 1.902 mmol, 83% yield). LC/MS m/z calculated for C₁₅H₁₇Cl₂N₃: 310.08 (M+H)⁺; found: 310.2 (M+H)⁺.

Step C: tert-butyl 4-((5,6-dichloro-2-((2,6-diethylphenyl)amino)pyridin-3-yl)amino)piperidine-1-carboxylate

The reaction mixture of 5,6-dichloro-N2-(2,6-diethylphenyl)pyridine-2,3-diamine (500 mg, 1.612 mmol), tert-butyl 4-oxopiperidine-1-carboxylate (321 mg, 1.612 mmol), acetic acid (111 μl, 1.934 mmol) and Sodium triacetoxyborohydride (683 mg, 3.22 mmol) in CH₂Cl₂ (10 mL) was stirred at room temperature overnight. The reaction was treated with 20 mL of water and 20 mL of EtOAc. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with brine, dried over Na₂SO₄, filtered and evaporated under reduced pressure to give the crude oil, which was purified on silica gel column (40 g, 0-50% EtOAc in Hexane) to provide the desired product, tert-butyl 4-((5,6-dichloro-2-((2,6-diethylphenyl)amino)pyridin-3-yl)amino)-piperidine-1-carboxylate (0.33 g, 0.669 mmol, 41.5% yield). LC/MS m/z calculated for C₂₅H₃₄Cl₂N₄O₂: 493.21 (M+H)⁺; found: 493.3 (M+H)⁺.

Step D: tert-butyl 4-(6,7-dichloro-4-(2,6-diethylphenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)piperidine-1-carboxylate

To the solution of oxalyl dichloride (159 μl, 2.026 mmol) in ClCH₂CH₂Cl (10 ml) was added the solution of tert-butyl 4-((5,6-dichloro-2-((2,6-diethylphenyl)amino)pyridin-3-yl)amino)piperidine-1-carboxylate (100 mg, 0.203 mmol) in ClCH₂CH₂Cl (10 ml) via syringe dropwise at 0° C. The reaction mixture was warmed up to room temperature and stirred overnight at room temperature. The solvent was evaporated under reduced pressure. 20 mL of EtOAc and 20 mL of sat. aqueous NaHCO₃ solution were added. The organic phase was separated and the aqueous phase was extracted twice with EtOAc. The combined extracts were dried over Na₂SO₄, filtered and evaporated in vacuum. The residue was purified by silica gel column (12 g, 0-100% EtOAc in Hexane) to give the desired product, tert-butyl 4-(6,7-dichloro-4-(2,6-diethylphenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)piperidine-1-carboxylate (0.068 g, 0.124 mmol, 61.3% yield). LC/MS m/z calculated for C₂₇H₃₂Cl₂N₄O₄: 547.18 (M+H)⁺; found: 547.2 (M+H)⁺.

Step E: tert-butyl 4-(7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)piperidine-1-carboxylate

To the mixture of tert-butyl 4-(6,7-dichloro-4-(2,6-diethylphenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)piperidine-1-carboxylate (50 mg, 0.091 mmol) and (2-fluorophenyl)boronic acid (25.6 mg, 0.183 mmol) in dioxane (5 ml) and water (1.00 ml) was added cesium carbonate (59.5 mg, 0.183 mmol). The resulting mixture was bubbled with N₂ for 2 min and then tetrakis(triphenylphosphine)palladium(0) (10.55 mg, 9.13 μmol) was added. The reaction mixture was stirred at 90° C. under microwave irradiation for 40 min. The reaction was treated with 20 mL of water and 20 mL of EtOAc. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with brine, dried over Na₂SO₄, filtered and evaporated under reduced pressure to give the crude oil, which was purified on silica gel column (12 g, 0-100% EtOAc in Hexane) to provide the desired product, tert-butyl 4-(7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)piperidine-1-carboxylate (23 mg, 0.038 mmol, 41.5% yield). LC/MS m/z calculated for C₃₃H₃₆ClFN₄O₄: 607.24 (M+H)⁺; found: 607.2 (M+H)⁺.

Step F: 7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1-(piperidin-4-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The solution of tert-butyl 4-(7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)piperidine-1-carboxylate (23 mg, 0.038 mmol) in 2 mL of 4 N HCl in dioxane and MeOH (2.0 ml). The reaction was stirred at room temperature for 30 min and then evaporated to dryness under reduced pressure to give the crude powder, 7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1-(piperidin-4-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (17 mg, 0.034 mmol, 89% yield), which was used directly for the next reaction. LC/MS m/z calculated for C₂₈H₂₈ClFN₄O₂: 507.19 (M+H)⁺; found: 507.2 (M+H)⁺.

Step G: 1-(1-acryloylpiperidin-4-yl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The reaction mixture 7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1-(piperidin-4-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (17 mg, 0.034 mmol), acrylic acid (4.83 mg, 0.067 mmol), triethylamine (9.32 μl, 0.067 mmol) and HATU (15.30 mg, 0.040 mmol) was stirred at room temperature overnight. Direct purification on HPLC afforded the desired product, 1-(1-acryloylpiperidin-4-yl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (10 mg, 0.018 mmol, 53.2% yield). LC/MS m/z calculated for C₃₁H₃₀ClFN₄O₃: 561.20 (M+H)⁺; found: 561.2 (M+H)⁺.

Example 2: 1-(1-acryloylpiperidin-4-yl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluoro-6-hydroxyphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 1, except by using (2-fluoro-6-hydroxyphenyl)boronic acid instead of using (2-fluorophenyl)boronic acid in Step E. LC/MS m/z calculated for C₃₁H₃₀ClFN₄O₄: 577.19 (M+H)⁺; found: 577.3 (M+H)⁺.

Example 3: 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

Step A: 5,6-dichloro-N-(2,6-diisopropylphenyl)-3-nitropyridin-2-amine

The mixture of 2,3,6-trichloro-5-nitropyridine (1000 mg, 4.40 mmol), 2,6-diisopropylaniline (922 μl, 4.84 mmol) and N-ethyl-N-isopropylpropan-2-amine (1532 μl, 8.79 mmol) in dioxane (10 ml) was stirred at 110° C. overnight. Direct purification on silica gel column (40 g, 0-50% EtOAc in Hexane) afforded the desired product, 5,6-dichloro-N-(2,6-diisopropylphenyl)-3-nitropyridin-2-amine (0.87 g, 2.362 mmol, 53.7% yield). LC/MS m/z calculated for C₁₇H₁₉Cl₂N₃O₂: 368.09 (M+H)⁺; found: 368.3 (M+H)⁺.

Step B: 5-chloro-N-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-3-nitropyridin-2-amine

To the solution of 5,6-dichloro-N-(2,6-diisopropylphenyl)-3-nitropyridin-2-amine (1000 mg, 2.72 mmol) in dioxane (10 ml) and water (1.00 ml) was added (2-fluorophenyl)boronic acid (570 mg, 4.07 mmol) and cesium carbonate (1770 mg, 5.43 mmol). The resulting reaction mixture was bubbled with N₂ for 2 min and tetrakis(triphenylphosphine)palladium(0) (157 mg, 0.136 mmol) was added. The reaction mixture was stirred at 90° C. under microwave irradiation for 40 min. The reaction was treated with 20 mL of water and 20 mL of EtOAc. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with brine, dried over Na₂SO₄, filtered and evaporated under reduced pressure to give the crude oil, which was purified on silica gel column (40 g, 0-50% EtOAc in Hexane) to provide the desired product, 5-chloro-N-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-3-nitropyridin-2-amine (623 mg, 1.456 mmol, 53.6% yield). LC/MS m/z calculated for C₂₃H₂₃ClFN₃O₂: 428.15 (M+H)⁺; found: 428.2 (M+H)⁺.

Step C; 5-chloro-N2-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)pyridine-2,3-diamine

The mixture of 5-chloro-N-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-3-nitropyridin-2-amine (500 mg, 1.168 mmol), iron (326 mg, 5.84 mmol) and ammonium chloride (204 μl, 5.84 mmol) in ethanol (10 ml) and water (5.00 ml) was stirred at 80° C. for 1 h. The reaction mixture was filtered through a cake of celite and the filtrate was evaporated under reduced pressure. The residue was dissolved in 20 mL of EtOAc and 20 mL of water. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with water and brine, then dried over Na₂SO₄, filtered and evaporated in vacuum. Direct purification on silica gel column (40 g, 0-70% EtOAc in Hexane) afforded the desired product, 5-chloro-N₂-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)pyridine-2,3-diamine (0.35 g, 0.880 mmol, 75% yield). LC/MS m/z calculated for C₂₃H₂₅ClFN₃: 398.17 (M+H)⁺; found: 398.2 (M+H)⁺.

Step D; 7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

To the solution of oxalyl dichloride (957 mg, 7.54 mmol) in ClCH₂CH₂Cl (10 ml) was added the solution of 5-chloro-N₂-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)pyridine-2,3-diamine (300 mg, 0.754 mmol) in ClCH₂CH₂Cl (10.00 ml) via syringe dropwise at 0° C. The reaction mixture was warmed up to room temperature and stirred overnight at room temperature. The solvent was evaporated under reduced pressure. 20 mL of EtOAc and 20 mL of sat. aqueous NaHCO₃ solution were added. The organic phase was separated and the aqueous phase was extracted twice with EtOAc. The combined extracts were dried over Na₂SO₄, filtered and evaporated in vacuum. The residue was purified by silica gel column (40 g, 0-100% EtOAc in Hexane) to give the desired product, 7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (211 mg, 0.467 mmol, 61.9% yield). LC/MS m/z calculated for C₂₅H₂₃ClFN₃O₂: 452.15 (M+H)⁺; found: 452.2 (M+H)⁺.

Step E; tert-butyl 3-((7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1 (2H)-yl)methyl)azetidine-1-carboxylate

The mixture of 7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (100 mg, 0.221 mmol), tert-butyl 3-(bromomethyl)azetidine-1-carboxylate (111 mg, 0.443 mmol) and cesium carbonate (144 mg, 0.443 mmol) in DMF (5 ml) was stirred at 90° C. overnight. The mixture was resolved in 20 mL of EtOA and then washed with water three times. The organic phase was dried over Na₂SO₄, filtered and evaporated under reduced pressure. The residue was purified on silica gel column (12 g, 0-50% EtOAc in Hexane) afforded the desired product, tert-butyl 3-((7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)azetidine-1-carboxylate (0.078 g, 0.126 mmol, 56.9% yield). LC/MS m/z calculated for C₃₄H₃₈ClFN₄O₄: 621.26 (M+H)⁺; found: 621.2 (M+H)⁺.

Step F; 1-(azetidin-3-ylmethyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The solution of tert-butyl 3-((7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)azetidine-1-carboxylate (78 mg, 0.126 mmol) in TFA (5.0 mL) was stirred at room temperature for 30 min. The reaction mixture was evaporated under reduced pressure to give the desired product, 1-(azetidin-3-ylmethyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (64 mg, 0.123 mmol, 98% yield). LC/MS m/z calculated for C₂₉H₃₀ClFN₄O₂: 521.20 (M+H)⁺; found: 521.2 (M+H)⁺.

Step G; 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The mixture of 1-(azetidin-3-ylmethyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (64 mg, 0.123 mmol), acryloyl chloride (22.23 mg, 0.246 mmol) and triethylamine (24.86 mg, 0.246 mmol) was stirred at room temperature for 30 min. Direct purification on prep. HPLC afforded the desired product, 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (51 mg, 0.089 mmol, 72.2% yield). LC/MS m/z calculated for C₃₂H₃₂ClFN4O₃: 575.21 (M+H)⁺; found: 575.2 (M+H).

Example 4: 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 3, except by using 2,6-diethylaniline instead of using 2,6-diisopropylaniline in Step A. LC/MS m/z calculated for C₃₀H₂₈ClFN₄O₃: 547.18 (M+H)⁺; found: 547.3 (M+H)⁺.

Example 5: 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2,3-difluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 3, except by using (2,3-difluoro-phenyl)boronic acid instead of using (2-fluorophenyl)boronic acid in Step B. LC/MS m/z calculated for C₃₂H₃₁ClF₂N₄O₃: 593.21 (M+H)⁺; found: 593.3 (M+H)⁺.

Example 6: 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(1-naphthyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 3, except by using (l-naphthyl)boronic acid instead of using (2-fluorophenyl)boronic acid in Step B. LC/MS m/z calculated for C₃₆H₃₅ClN₄O₃: 607.24 (M+H)⁺; found: 607.3 (M+H)⁺.

Example 7: 1-((1-acryloyl-3-hydroxy-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 3, except by using tert-butyl 3-(1-bromomethyl)-3-hydroxy-azetidine-1-carboxylate instead of using tert-butyl 3-(bromomethyl)azetidine-1-carboxylate Step E. LC/MS m/z calculated for C₃₂H₃₂ClFN₄O₄: 591.21 (M+H)⁺; found: 591.3 (M+H)⁺.

Example 8: 1-((1-acryloyl-3-methoxy-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 3, except by using tert-butyl 3-(1-bromomethyl)-3-methoxy-azetidine-1-carboxylate instead of using tert-butyl 3-(bromomethyl)azetidine-1-carboxylate Step E. LC/MS m/z calculated for C₃₃H₃₄ClFN₄O₄: 605.23 (M+H)⁺; found: 605.3 (M+H)⁺.

Example 9: 1-((1-acryloyl-3-methoxy-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2,3-difluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 8, except by using 2,3-difluorophenylboronic acid instead of using 2-fluorophenylboronic acid. LC/MS m/z calculated for C₃₃H₃₃ClF₂N₄O₄: 623.22 (M+H)⁺; found: 623.3 (M+H)⁺.

Example 10:1-((1-acryloyl-3-fluoro-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

Step A: 5,6-dichloro-N-(2,6-diisopropylphenyl)-3-nitropyridin-2-amine

The mixture of 2,3,6-trichloro-5-nitropyridine (1000 mg, 4.40 mmol), 2,6-diisopropylaniline (922 μl, 4.84 mmol) and N-ethyl-N-isopropylpropan-2-amine (1532 μl, 8.79 mmol) in dioxane (10 ml) was stirred at 110° C. overnight. Direct purification on silica gel column (40 g, 0-50% EtOAc in Hexane) afforded the desired product, 5,6-dichloro-N-(2,6-diisopropylphenyl)-3-nitropyridin-2-amine (0.87 g, 2.362 mmol, 53.7% yield). LC/MS m/z calculated for C₁₇H₁₉Cl2N₃O₂: 368.09 (M+H)⁺; found: 368.3 (M+H)⁺.

Step B; 5,6-dichloro-N₂-(2,6-diisopropylphenyl)pyridine-2,3-diamine

The mixture of 5,6-dichloro-N-(2,6-diisopropylphenyl)-3-nitropyridin-2-amine (1.5 g, 4.07 mmol), iron (0.145 ml, 20.37 mmol) and ammonium chloride (0.712 ml, 20.37 mmol) in ethanol (20 ml) and water (10.00 ml) was stirred at 80° C. for 1 h. The reaction mixture was filtered through a cake of celite and the filtrate was evaporated under reduced pressure. The residue was dissolved in 20 mL of EtOAc and 20 mL of water. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with water and brine, then dried over Na₂SO₄, filtered and evaporated in vacuum. Direct purification on silica gel column afforded (40 g, 0-80% EtOAc in hexane) the desired product, 5,6-dichloro-N₂-(2,6-diisopropylphenyl)pyridine-2,3-diamine (1.27 g, 3.75 mmol, 92% yield). LC/MS m/z calculated for C₁₇H₂₁Cl₂N₃: 338.11 (M+H)⁺; found: 338.2 (M+H)⁺.

Step C; 6,7-dichloro-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

To the solution of oxalyl dichloride (1.162 ml, 14.78 mmol) in ClCH₂CH₂Cl (10 ml) was added the solution of 5,6-dichloro-N₂-(2,6-diisopropylphenyl)pyridine-2,3-diamine (1.0 g, 2.96 mmol) in ClCH₂CH₂Cl (10 ml) via syringe dropwise at 0° C. The reaction mixture was warmed up to room temperature and stirred overnight at room temperature. The solvent was evaporated under reduced pressure. 20 mL of EtOAc and 20 mL of sat. aqueous NaHCO₃ solution were added. The organic phase was separated and the aqueous phase was extracted twice with EtOAc. The combined extracts were dried over Na₂SO₄, filtered and evaporated in vacuum. The residue was purified by silica gel column (40 g, 0-100% EtOAc in Hexane) to give the desired product, 6,7-dichloro-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (681 mg, 1.736 mmol, 58.7% yield). LC/MS m/z calculated for C₁₉H₁₉Cl₂N₃O₂: 392.09 (M+H)⁺; found: 392.2 (M+H)⁺.

Step D; tert-butyl 3-((6,7-dichloro-4-(2,6-diisopropylphenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1 (2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate

The mixture of 6,7-dichloro-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (681 mg, 1.736 mmol), tert-butyl 3-(bromomethyl)-3-fluoroazetidine-1-carboxylate (931 mg, 3.47 mmol) and cesium carbonate (1131 mg, 3.47 mmol) in DMF (10 ml) was stirred at 110° C. overnight. The mixture was resolved in 20 mL of EtOA and then washed with water three times. The organic phase was dried over Na₂SO₄, filtered and evaporated under reduced pressure. The residue was purified on silica gel column (40 g, 0-50% EtOAc in Hexane) to afford the desired product, tert-butyl 3-((6,7-dichloro-4-(2,6-diisopropylphenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (0.55 g, 0.949 mmol, 54.7% yield). LC/MS m/z calculated for C₂₈H₃₃Cl₂FN₄O₄: 579.19 (M+H)⁺; found: 579.2 (M+H)⁺.

Step E; tert-butyl 3-((7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1 (2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate

To the mixture of tert-butyl 3-((6,7-dichloro-4-(2,6-diisopropylphenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (100 mg, 0.173 mmol) and (2-fluorophenyl)boronic acid (48.3 mg, 0.345 mmol) in dioxane (5 ml) and water (1 ml) was added cesium carbonate (112 mg, 0.345 mmol). The resulting mixture was bubbled with N₂ for 2 min and then tetrakis(triphenylphosphine)palladium(0) (19.94 mg, 0.017 mmol) was added. The reaction mixture was stirred at 90° C. under microwave irradiation for 40 min. The reaction was treated with 20 mL of water and 20 mL of EtOAc. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with brine, dried over Na₂SO₄, filtered and evaporated under reduced pressure to give the crude oil, which was purified on silica gel column (12 g, 0-50% EtOAc in Hexane) to provide the desired product, tert-butyl 3-((7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (67 mg, 0.105 mmol, 60.7% yield). LC/MS m/z calculated for C₃₄H₃₇ClF₂N₄O₄: 639.25 (M+H)⁺; found: 639.3 (M+H)⁺.

Step F; 7-chloro-4-(2,6-diisopropylphenyl)-1-((3-fluoroazetidin-3-yl)methyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The solution of tert-butyl tert-butyl 3-((7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (67 mg, 0.105 mmol) in 2 mL of 4 N HCl in dioxane and MeOH (2.0 ml). The reaction was stirred at room temperature for 30 min and then evaporated to dryness under reduced pressure to give the crude powder, 7-chloro-4-(2,6-diisopropylphenyl)-1-((3-fluoroazetidin-3-yl)methyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (55 mg, 0.102 mmol, 97% yield), which was used directly for the next reaction. LC/MS m/z calculated for C₂₉H₂₉ClF₂N₄O₂: 539.19 (M+H)⁺; found: 539.2 (M+H)⁺.

Step G; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The reaction mixture of 7-chloro-4-(2,6-diisopropylphenyl)-1-((3-fluoroazetidin-3-yl)methyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (50 mg, 0.093 mmol), acrylic acid (13.37 mg, 0.186 mmol), triethylamine (18.77 mg, 0.186 mmol) and O-(7-azabenzotriazol-1-yl)-N,N,N′,N′-tetramethyluronium hexafluorophosphate (70.5 mg, 0.186 mmol) was stirred at room temperature overnight. Direct purification on HPLC afforded the desired product, 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (31 mg, 0.052 mmol, 56.3% yield). LC/MS m/z calculated for C₃₂H₃₁ClF₂N₄O₃: 593.21 (M+H)⁺; found: 593.3 (M+H)⁺.

Example 11:1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(1-naphthyl)-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 10, except by using 1-naphthylboronic acid instead of using 2-fluorophenylboronic acid in Step E. LC/MS m/z calculated for C₃₆H₃₄ClFN₄O₃: 625.23 (M+H)⁺; found: 625.3 (M+H)⁺.

Example 12: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluoro-6-hydroxyphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 10, except by using 2-fluoro-6-hydroxy-boronic acid instead of using 2-fluorophenylboronic acid in Step E. LC/MS m/z calculated for C₃₂H₃₁ClF₂N₄O₄: 609.20 (M+H)⁺; found: 609.3 (M+H)⁺.

Example 13: 7-chloro-4-(2,6-diisopropylphenyl)-1-((3-fluoro-1-(2-fluoroacryloyl)azetidin-3-yl)methyl)-6-(2-fluoro-6-hydroxyphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 10, except by using 2-fluoroacrylic acid instead of using acrylic acid. LC/MS m/z calculated for C₃₂H₃₀ClF₃N₄O₄: 627.19 (M+H)⁺; found: 627.3 (M+H)⁺.

Example 14: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(3-hydroxynaphthalen-1-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 10, except by using 1-3-hydroxy-naphthylboronic acid instead of using 2-fluorophenylboronic acid in Step E. LC/MS m/z calculated for C₃₆H₃₄ClFN₄O₄: 641.23 (M+H)⁺; found: 641.3 (M+H)⁺.

Example 15: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(2-amino-6-fluorophenyl)-7-chloro-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 10, except by using 2-amino-6-fluorophenylboronic acid instead of using 2-fluorophenylboronic acid in Step E. LC/MS m/z calculated for C₃₂H₃₂ClF₂N₅O₃: 608.22 (M+H)⁺; found: 608.3 (M+H)⁺.

Example 16: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2,3-difluoro-6-hydroxyphenyl)-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 10, except by using 2,3-difluoro-6-hydroxyphenylboronic acid instead of using 2-fluorophenylboronic acid in Step E. LC/MS m/z calculated for C₃₂H₃₀ClF₃N₄O₄: 627.19 (M+H)⁺; found: 627.3 (M+H)⁺.

Example 17: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

Step A; 5,6-dichloro-N-(2-isopropyl-4-methylpyridin-3-yl)-3-nitropyridin-2-amine

The mixture of 2,3,6-trichloro-5-nitropyridine (3.0 g, 13.19 mmol), 2-isopropyl-4-methylpyridin-3-amine (2.1 g, 13.85 mmol) and N-ethyl-N-isopropylpropan-2-amine (3.4 ml, 19.79 mmol) in dioxane (20 ml) was stirred at 110° C. overnight. Direct purification on silica gel column (40 g, 0-75% EtOAc in Hexane) afforded the desired product, 5,6-dichloro-N-(2-isopropyl-4-methylpyridin-3-yl)-3-nitropyridin-2-amine (2.7 g, 7.91 mmol, 60.0% yield). LC/MS m/z calculated for C₁₄H₁₄Cl₂N₄O₂: 341.05 (M+H)⁺; found: 341.3 (M+H)⁺.

Step B; 5,6-dichloro-N₂-(2-isopropyl-4-methylpyridin-3-yl)pyridine-2,3-diamine

The mixture of 5,6-dichloro-N-(2-isopropyl-4-methylpyridin-3-yl)-3-nitropyridin-2-amine (2.5 g, 7.33 mmol), iron (2.05 mg, 36.6 mmol) and ammonium chloride (1.96 g, 36.6 mmol) in ethanol (20.0 mL) and water (10 mL) was stirred at 80° C. for 1 h. The reaction mixture was filtered through a cake of celite and the filtrate was evaporated under reduced pressure. The residue was dissolved in 20 mL of EtOAc and 20 mL of water. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with water and brine, then dried over Na₂SO₄, filtered and evaporated in vacuum. Direct purification on silica gel column (40 g, 0-100% EtOAc in Hexane) afforded the desired product, 5,6-dichloro-N2-(2-isopropyl-4-methylpyridin-3-yl)pyridine-2,3-diamine (1.5 g, 4.82 mmol, 65.8% yield). LC/MS m/z calculated for C₁₄H₁₆Cl₂N₄: 311.08 (M+H)⁺; found: 311.2 (M+H)⁺.

Step C; 6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

To the solution of oxalyl dichloride (884 μl, 11.25 mmol) in ClCH₂CH₂Cl (15 ml) was added the solution of 5,6-dichloro-N₂-(2-isopropyl-4-methylpyridin-3-yl)pyridine-2,3-diamine (350 mg, 1.125 mmol) in ClCH₂CH₂Cl (5.00 ml) via syringe dropwise at 0° C. The reaction mixture was warmed up to room temperature and stirred overnight at room temperature. The solvent was evaporated under reduced pressure. 20 mL of EtOAc and 20 mL of sat. aqueous NaHCO₃ solution were added. The organic phase was separated and the aqueous phase was extracted twice with EtOAc. The combined extracts were dried over Na₂SO₄, filtered and evaporated in vacuum. The residue was purified by silica gel column (40 g, 0-10% Methanol in EtOAc) to give the desired product, 6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (0.31 g, 0.849 mmol, 75% yield). LC/MS m/z calculated for C₁₆H₁₄Cl₂N₄O₂: 365.05 (M+H)⁺; found: 365.2 (M+H)⁺.

Step D; tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1 (2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate

The mixture of 6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (160 mg, 0.438 mmol), tert-butyl 3-(bromomethyl)-3-fluoroazetidine-1-carboxylate (235 mg, 0.876 mmol) and cesium carbonate (214 mg, 0.657 mmol) in DMF (5 ml) was stirred at 90° C. overnight. The mixture was resolved in 20 mL of EtOA and then washed with water three times. The organic phase was dried over Na₂SO₄, filtered and evaporated under reduced pressure. The residue was purified on silica gel column (40 g, 0-90% EtOAc in Hexane) afforded the desired product, tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (191 mg, 0.346 mmol, 79% yield). LC/MS m/z calculated for C₂₅H₂₈Cl₂FN₅O₄: 552.15 (M+H)⁺; found: 552.2 (M+H)⁺.

Step E; tert-butyl 3-((7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate

To the mixture of tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (100 mg, 0.181 mmol) and (2-fluoro-6-hydroxyphenyl)boronic acid (56.4 mg, 0.362 mmol) in dioxane (2 ml) and water (0.40 ml) was added cesium carbonate (118 mg, 0.362 mmol). The resulting mixture was bubbled with N₂ for 2 min and then tetrakis(triphenylphosphine)-palladium(O) (41.8 mg, 0.036 mmol) was added. The reaction mixture was stirred at 90° C. under microwave irradiation for 40 min. The reaction was treated with 20 mL of water and 20 mL of EtOAc. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with brine, dried over Na₂SO₄, filtered and evaporated under reduced pressure to give the crude oil, which was purified on silica gel column (12 g, 0-100% EtOAc in Hexane) to provide the desired product, tert-butyl 3-((7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (69.1 mg, 0.11 mmol, 60.8% yield). LC/MS m/z calculated for C₃₁H₃₂ClF₂N₅O₅: 628.21 (M+H)⁺; found: 628.2 (M+H)⁺.

Step F; 7-chloro-6-(2-fluoro-6-hydroxyphenyl)-1-((3-fluoroazetidin-3-yl)methyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The solution of tert-butyl 3-((7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (70 mg, 0.111 mmol) in 2 mL of 4 N HCl in dioxane and MeOH (2.0 mL). The reaction was stirred at room temperature for 30 min and then evaporated to dryness under reduced pressure to give the crude powder, 7-chloro-6-(2-fluoro-6-hydroxyphenyl)-1-((3-fluoroazetidin-3-yl)methyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione, which was used directly for the next reaction. LC/MS m/z calculated for C₂₆H₂₄ClF₂N₅O₃: 528.15 (M+H)⁺; found: 528.2 (M+H)⁺.

Step G; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The reaction mixture of 7-chloro-6-(2-fluoro-6-hydroxyphenyl)-1-((3-fluoroazetidin-3-yl)methyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (55 mg, 0.104 mmol), acrylic acid (15.01 mg, 0.208 mmol), triethylamine (21.08 mg, 0.208 mmol) and O-(7-azabenzotriazol-1-yl)-N,N,N′,N′-tetramethyluronium hexafluorophosphate (47.5 mg, 0.125 mmol) was stirred at room temperature overnight. Direct purification on HPLC afforded the desired product, 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (37.8 mg, 0.065 mmol, 6.20E+04% yield). LC/MS m/z calculated for C₂₉H₂₆ClF₂N₅O₄: 582.16 (M+H)⁺; found: 582.2 (M+H)⁺.

Example 18: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using 2-fluorophenylboronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₆ClF₂N₅O₃: 566.17 (M+H)⁺; found: 566.2 (M+H)⁺.

Example 19: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(2-amino-6-fluorophenyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (0.038 g, 0.065 mmol, 62.3% yield)

The above title compound was synthesized according to the procedures described in Example 17, except by using 2-fluoro-6-aminophenylboronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₇ClF₂N₆O₃: 581.18 (M+H)⁺; found: 581.2 (M+H)⁺.

Example 20: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxy-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using 2-fluoro-4-methyl-6-hydroxyphenylboronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₀H₂₈ClF₂N₅O₄: 596.18 (M+H)⁺; found: 596.2 (M+H)⁺.

Example 21: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using 2-fluoro-5-methyl-6-hydroxyphenylboronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₀H₂₈ClF₂N₅O₄: 596.18 (M+H)⁺; found: 596.2 (M+H)⁺.

Example 22: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(3,6-difluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using 3,6-difluoro-2-hydroxyphenylboronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₅ClF₃N₅O₄: 600.15 (M+H)⁺; found: 600.2 (M+H)⁺.

Example 23:1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2,3-difluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using 5,6-difluoro-2-hydroxyphenylboronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₅ClF₃N₅O₄: 600.15 (M+H)⁺; found: 600.2 (M+H)⁺.

Example 24: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(3-chloro-6-fluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using 3-chloro-6-fluoro-2-hydroxyphenylboronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₅Cl₂F₂N₅O₄: 616.13 (M+H)⁺; found: 616.2 (M+H)⁺.

Example 25: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-hydroxy-6-(trifluoromethyl)phenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using 2-hydroxy-6-(trifluoromethyl)phenylboronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₀H₂₆ClF₄N₅O₄: 632.16 (M+H)⁺; found: 632.2 (M+H)⁺.

Example 26: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(6-fluoro-2,3-dihydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using 2,3-dihydroxy-6-fluorophenylboronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₆ClF₂N₅O₅: 598.16 (M+H)⁺; found: 598.2 (M+H)⁺.

Example 27: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(3-methyl-1H-indazol-7-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (3-methyl-1H-indazol-7-yl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₁H₂₉ClFN₇O₃: 602.20 (M+H)⁺; found: 602.2 (M+H)⁺.

Example 28: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(6-methyl-1H-indazol-7-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (6-methyl-1H-indazol-7-yl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₁H₂₉ClFN₇O₃: 602.20 (M+H)⁺; found: 602.2 (M+H)⁺.

Example 29: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(1H-indazol-7-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (1H-indazol-7-yl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₀H₂₇ClFN₇O₃: 588.18 (M+H)⁺; found: 588.2 (M+H)⁺.

Example 30: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(1H-benzo[d][1,2,3]triazol-7-yl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (1H-benzo[d][1,2,3]triazol-7-yl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₆ClFN₈O₃: 589.18 (M+H)⁺; found: 589.2 (M+H)⁺.

Example 31: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(2-aminopyridin-3-yl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (2-aminopyridin-3-yl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₈H₂₇ClFN₇O₃: 564.18 (M+H)⁺; found: 564.2 (M+H)⁺.

Example 32: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(2-oxo-1,2-dihydroquinolin-8-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (2-oxo-1,2-dihydroquinolin-8-yl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₂H₂₈ClFN₆O₄: 615.18 (M+H)⁺; found: 615.2 (M+H)⁺.

Example 33: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (2-fluoro-4-methylphenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₀H₂₈ClF₂N₅O₃: 580.18 (M+H)⁺; found: 580.2 (M+H)⁺.

Example 34: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (2-fluoro-3-methylphenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₀H₂₈ClF₂N₅O₃: 580.18 (M+H)⁺; found: 580.2 (M+H)⁺.

Example 35: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2,3-dichlorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17 except by using (2,3-dichlorophenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₅Cl₃FN₅O₃: 616.10 (M+H)⁺; found: 616.2 (M+H)⁺.

Example 36: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chlorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (2-chlorophenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₆Cl₂FN₅O₃: 582.14 (M+H)⁺; found: 582.2 (M+H)⁺.

Example 37: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(2-(trifluoromethyl)phenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (2-(trifluoromethyl)phenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C30H26ClF4N5O3: 616.17 (M+H)⁺; found: 616.2 (M+H)⁺.

Example 38: 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

Step A; tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1 (2H)-yl)methyl)-3-methoxyazetidine-1-carboxylate

The mixture of 6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (200.0 mg, 0.548 mmol), tert-butyl 3-(chloromethyl)-3-methoxyazetidine-1-carboxylate (258 mg, 1.095 mmol) and cesium carbonate (357 mg, 1.095 mmol) in DMF (5 ml) was stirred at 90° C. overnight. The mixture was resolved in 20 mL of EtOA and then washed with water three times. The organic phase was dried over Na₂SO₄, filtered and evaporated under reduced pressure. The residue was purified on silica gel column (20 g, 0-100% EtOAc in Hexane) afforded the desired product, tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-methoxyazetidine-1-carboxylate (211 mg, 0.374 mmol, 68.3% yield). LC/MS m/z calculated for C₂₆H₃₁Cl₂N₅O₅: 564.17 (M+H)⁺; found: 564.2 (M+H)⁺.

Step B; tert-butyl 3-((7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1 (2H)-yl) methyl)-3-methoxyazetidine-1-carboxylate

To the mixture of tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-methoxyazetidine-1-carboxylate (100 mg, 0.177 mmol) and (2-fluoro-6-hydroxyphenyl)boronic acid (55.2 mg, 0.354 mmol) in dioxane (5 ml) and water (1.00 ml) was added cesium carbonate (115 mg, 0.354 mmol). The resulting mixture was bubbled with N₂ for 2 min and then tetrakis(triphenylphosphine)-palladium(O) (20.47 mg, 0.018 mmol) was added. The reaction mixture was stirred at 90° C. under microwave irradiation for 40 min. The reaction was treated with 20 mL of water and 20 mL of EtOAc. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with brine, dried over Na₂SO₄, filtered and evaporated under reduced pressure to give the crude oil, which was purified on silica gel column (12 g, 0-100% EtOAc in Hexane) to provide the desired product, tert-butyl 3-((7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-methoxyazetidine-1-carboxylate (55 mg, 0.086 mmol, 48.5% yield). LC/MS m/z calculated for C₃₂H₃₅ClFN₅O₆: 640.23 (M+H)⁺; found: 640.3 (M+H)⁺.

Step C; 7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1-((3-methoxyazetidin-3-yl)methyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The solution of tert-butyl 3-((7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-methoxyazetidine-1-carboxylate (55 mg, 0.086 mmol, 48.5% yield) in 2 mL of 4 N HCl in dioxane and MeOH (2.0 ml). The reaction was stirred at room temperature for 30 min and then evaporated to dryness under reduced pressure to give the crude powder, 7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1-((3-methoxyazetidin-3-yl)methyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione, which was used directly for the next reaction. LC/MS m/z calculated for C₂₇H₂₇ClFN₅O₄: 540.17 (M+H)⁺; found: 540.2 (M+H)⁺.

Step D; 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The mixture of 7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1-((3-methoxyazetidin-3-yl)methyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (20 mg, 0.037 mmol), acrylic acid (5.34 mg, 0.074 mmol), triethylamine (7.50 mg, 0.074 mmol) and O-(7-azabenzotriazol-1-yl)-N,N,N′,N′-tetramethyluronium hexafluorophosphate (28.2 mg, 0.074 mmol) was stirred at room temperature overnight. Direct purification on prep. HPLC afforded the desired product, 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (8.1 mg, 0.014 mmol, 36.8% yield). LC/MS m/z calculated for C₃₀H₂₉ClFN₅O₅: 594.18 (M+H)⁺; found: 594.2 (M+H)⁺.

Example 39: 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-7-chloro-6-(2,3-difluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 38, except by using (2,3-difluoro-6-hydroxyphenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step B. LC/MS m/z calculated for C₃₀H₂₈ClF₂N₅O₅: 612.17 (M+H)⁺; found: 612.2 (M+H)⁺.

Example 40: 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-6-(2-amino-6-fluorophenyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 38, except by using (2-amino-6-fluorophenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step B. LC/MS m/z calculated for C₃₀H₃₀ClFN₆O₄: 593.20 (M+H)⁺; found: 593.2 (M+H)⁺.

Example 41: 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-6-(2-fluorophenyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 38, except by using (2-fluorophenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step B. LC/MS m/z calculated for C₃₀H₂₉ClFN₅O₄: 578.19 (M+H)⁺; found: 578.2 (M+H)⁺.

Example 42: 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

Step A; tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1 (2H)-yl)methyl)-3-hydroxyazetidine-1-carboxylate

The mixture of 6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (300 mg, 0.821 mmol), tert-butyl 3-(bromomethyl)-3-hydroxyazetidine-1-carboxylate (437 mg, 1.643 mmol) and cesium carbonate (535 mg, 1.643 mmol) in DMF (5 ml) was stirred at 90° C. overnight. The mixture was resolved in 20 mL of EtOA and then washed with water three times. The organic phase was dried over Na₂SO₄, filtered and evaporated under reduced pressure. The residue was purified on silica gel column (40 g, 0-100% EtOAc in Hexane) to afford the desired product, tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-hydroxyazetidine-1-carboxylate (312 mg, 0.567 mmol, 69.0% yield). LC/MS m/z calculated for C₂₅H₂₉Cl₂N₅O₅: 550.15 (M+H)⁺; found: 550.2 (M+H)⁺.

Step B; tert-butyl 3-((7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1 (2H)-yl)methyl)-3-hydroxyazetidine-1-carboxylate

To the mixture of tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-hydroxyazetidine-1-carboxylate (100 mg, 0.182 mmol) and (2-fluoro-6-hydroxyphenyl)boronic acid (56.7 mg, 0.363 mmol) in dioxane (3 ml) and water (0.50 ml) was added cesium carbonate (118 mg, 0.363 mmol). The resulting mixture was bubbled with N₂ for 2 min and then tetrakis(triphenylphosphine)-palladium(O) (20.99 mg, 0.018 mmol) was added. The reaction mixture was stirred at 90° C. under microwave irradiation for 40 min. The reaction was treated with 20 mL of water and 20 mL of EtOAc. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with brine, dried over Na₂SO₄, filtered and evaporated under reduced pressure to give the crude oil, which was purified on silica gel column (12 g, 0-10% Methanol in EtOAc) to provide the desired product, tert-butyl 3-((7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-hydroxyazetidine-1-carboxylate (45 mg, 0.072 mmol, 39.6% yield). LC/MS m/z calculated for C₃₁H₃₃ClFN₅O₆: 626.21 (M+H)⁺; found: 626.3 (M+H)⁺.

Step C; 7-chloro-6-(2-fluoro-6-hydroxyphenyl)-1-((3-hydroxyazetidin-3-yl)methyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The solution of tert-butyl 3-((7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-hydroxyazetidine-1-carboxylate (45 mg, 0.072 mmol, 39.6% yield) in 2 mL of 4 N HCl in dioxane and MeOH (2.0 ml). The reaction was stirred at room temperature for 30 min and then evaporated to dryness under reduced pressure to give the crude powder, 7-chloro-6-(2-fluoro-6-hydroxyphenyl)-1-((3-hydroxyazetidin-3-yl)methyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione, which was used directly for the next reaction. LC/MS m/z calculated for C₂₆H₂₅ClFN₅O₄: 526.16 (M+H)⁺; found: 526.2 (M+H)⁺.

Step D; 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The mixture of 7-chloro-6-(2-fluoro-6-hydroxyphenyl)-1-((3-hydroxyazetidin-3-yl)methyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (20 mg, 0.038 mmol), acrylic acid (8.22 mg, 0.114 mmol), triethylamine (11.54 mg, 0.114 mmol) and O-(7-azabenzotriazol-1-yl)-N,N,N′,N′-tetramethyluronium hexafluorophosphate (28.9 mg, 0.076 mmol) was stirred at room temperature overnight. Direct purification on prep. HPLC afforded the desired product, 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (6.6 mg, 0.011 mmol, 29.9% yield). LC/MS m/z calculated for C₂₉H₂₇ClFN₅O₅: 580.17 (M+H)⁺; found: 580.1 (M+H)⁺.

Example 43: 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 42, except by using (2-fluorophenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step B. LC/MS m/z calculated for C₂₉H₂₇ClFN₅O₄: 564.17 (M+H)⁺; found: 564.1 (M+H)⁺.

Example 44: 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(3,6-difluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 42, except by using (3,6-difluoro-2-hydroxyphenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step B. LC/MS m/z calculated for C₂₉H₂₆ClF₂N₅O₅: 598.16 (M+H)⁺; found: 598.2 (M+H)⁺.

Example 45: 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(5,6-difluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 42, except by using (5,6-difluoro-2-hydroxyphenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step B. LC/MS m/z calculated for C₂₉H₂₆ClF₂N₅O₅: 598.16 (M+H)⁺; found: 598.2 (M+H)⁺.

Example 46: 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxy-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 42, except by using (2-fluoro-6-hydroxy-4-methylphenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step B. LC/MS m/z calculated for C₃₀H₂₉ClFN₅O₅: 594.18 (M+H)⁺; found: 594.2 (M+H)⁺.

Example 47: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

Step A; tert-butyl 3-fluoro-3-(hydroxymethyl-d2)azetidine-1-carboxylate

To a stirred mixture of sodium tetrahydroborate-d4 (2.119 g, 50.6 mmol) was added 1-(tert-butoxycarbonyl)-3-fluoroazetidine-3-carboxylic acid (3.7 g, 16.88 mmol), and the reaction mixture was cooled to 0° C. Diiodine (4.28 g, 16.88 mmol) in THF (10.00 ml) was added dropwise over 15 minutes and the reaction was stirred at 0° C. for 10 minutes, then heated under reflux for 18 hours. The mixture was allowed to cool to room temperature, diluted with 80 mL MeOH and stirred until all effervescence ceased. After the evaporation of the solvent, 25 mL of 20% (w/w) KOH aqueous solution was added to the residue and the mixture was stirred for 4.5 hours. The mixture was extracted with DCM (3×100 mL) and the combined organic layers were dried over MgSO₄. After filtration, the solvent was evaporated to give the desired product, tert-butyl 3-fluoro-3-(hydroxymethyl-d2)azetidine-1-carboxylate (2.5 g, 12.06 mmol, 71.5% yield), which was used for the next step without further purification.

Step B; tert-butyl 3-(bromomethyl-d2)-3-fluoroazetidine-1-carboxylate

Tert-Butyl 3-fluoro-3-(hydroxymethyl-d2)azetidine-1-carboxylate (1.0 g, 4.83 mmol) and perbromomethane (1.600 g, 4.83 mmol) were dissolved in DCM (20 ml) and cooled to 0° C. under argon. Triphenylphosphane (1.266 g, 4.83 mmol) was added in portions. The reaction was warmed to room temperature and stirred for a further 20 minutes under argon. The CH₂Cl₂ was removed in vacuo and Et₂O (100 mL) was added to the mixture. The crude product was filtered through celite to remove some of the by-product Ph₃PO. The filtrate was then concentrated to a viscous liquid and hexane (100 mL) was added. The mixture was filtered once more through celite to remove most of the by-product Ph₃PO. The filtrate was concentrated to obtain a viscous yellow oil, tert-butyl 3-(bromomethyl-d2)-3-fluoroazetidine-1-carboxylate, which was used directly for the next reaction.

Step C; tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl-d2)-3-fluoroazetidine-1-carboxylate

The mixture of 6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (300 mg, 0.821 mmol), tert-butyl 3-(bromomethyl-d2)-3-fluoroazetidine-1-carboxylate (444 mg, 1.643 mmol) and cesium carbonate (535 mg, 1.643 mmol) in DMF (5 ml) was stirred at 90° C. overnight. The mixture was resolved in 20 mL of EtOA and then washed with water three times. The organic phase was dried over Na₂SO₄, filtered and evaporated under reduced pressure. The residue was purified on silica gel column (40 g, 0-100% EtOAc in Hexane) to afford the desired product, tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl-d2)-3-fluoroazetidine-1-carboxylate (311 mg, 0.561 mmol, 68.3% yield). LC/MS m/z calculated for C₂₅H₂₆D₂Cl₂FN₅O₄: 554.16 (M+H)⁺; found: 554.2 (M+H)⁺.

Step D; tert-butyl 3-((7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl-d2)-3-fluoroazetidine-1-carboxylate

To the mixture of tert-butyl 3-((6,7-dichloro-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl-d2)-3-fluoroazetidine-1-carboxylate (100 mg, 0.180 mmol) and (6-fluoro-2-hydroxy-3-methylphenyl)boronic acid (61.3 mg, 0.361 mmol) in dioxane (5 ml) and water (1.0 ml)) was added cesium carbonate (118 mg, 0.361 mmol). The resulting mixture was bubbled with N₂ for 2 min and then tetrakis(triphenylphosphine)palladium(0) (20.84 mg, 0.018 mmol) was added. The reaction mixture was stirred at 90° C. under microwave irradiation for 40 min. The reaction was treated with 20 mL of water and 20 mL of EtOAc. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with brine, dried over Na₂SO₄, filtered and evaporated under reduced pressure to give the crude oil, which was purified on silica gel column (10 g, 0-10% Methanol in EtOAc) to provide the desired product, tert-butyl 3-((7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl-d2)-3-fluoroazetidine-1-carboxylate (57 mg, 0.088 mmol, 49.1% yield). LC/MS m/z calculated for C₃₂H₃₂D₂ClF₂N₅O₅: 644.23 (M+H)⁺; found: 644.3 (M+H)⁺.

Step E; 7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-1-((3-fluoroazetidin-3-yl)methyl-d2)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The solution of tert-butyl 3-((7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl-d2)-3-fluoroazetidine-1-carboxylate (57 mg, 0.088 mmol, 49.1% yield) in 2 mL of 4 N HCl in dioxane and MeOH (2.0 ml). The reaction was stirred at room temperature for 30 min and then evaporated to dryness under reduced pressure to give the crude powder, 7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-1-((3-fluoroazetidin-3-yl)methyl-d2)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione, which was used directly for the next reaction. LC/MS m/z calculated for C₂₇H₂₄D₂ClF₂N₅O₃: 544.18 (M+H)⁺; found: 544.2 (M+H)⁺.

Step F; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The mixture of 7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-1-((3-fluoroazetidin-3-yl)methyl-d2)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (20 mg, 0.037 mmol), acrylic acid (7.95 mg, 0.110 mmol), triethylamine (11.16 mg, 0.110 mmol) and O-(7-azabenzotriazol-1-yl)-N,N,N′,N′-tetramethyluronium hexafluorophosphate (28.0 mg, 0.074 mmol) was stirred at room temperature overnight. Direct purification on prep. HPLC afforded the desired product, 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (5.7 mg, 9.53 μmol, 25.9% yield). LC/MS m/z calculated for C₃₀H₂₆D₂ClF₂N₅O₄: 598.19 (M+H)⁺; found: 598.2 (M+H)⁺.

Example 48: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(2-fluoro-6-hydroxy-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 47, except by using (2-fluoro-6-hydroxy-4-methylphenyl)boronic acid instead of (6-fluoro-2-hydroxy-3-methylphenyl)boronic acid in Step D. LC/MS m/z calculated for C₃₀H₂₆D₂ClF₂N₅O₄: 598.19 (M+H)⁺; found: 598.2 (M+H)⁺.

Example 49: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 47, except by using (2-chloro-6-hydroxyphenyl)boronic acid instead of (6-fluoro-2-hydroxy-3-methylphenyl)boronic acid in Step D. LC/MS m/z calculated for C₂₉H₂₄D₂Cl₂FN₅O₄: 600.15 (M+H)⁺; found: 600.2 (M+H)⁺.

Example 50: 7-chloro-6-(2-chloro-6-hydroxyphenyl)-1-((3-fluoro-1-(2-fluoroacryloyl)azetidin-3-yl)methyl-d2)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 47, except by using 2-fluoroacrylic acid instead of acrylic acid. LC/MS m/z calculated for C₂₉H₂₃D₂Cl₂F2N₅O₄: 618.14 (M+H)⁺; found: 618.2 (M+H)⁺.

Example 51: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(2,3-dichlorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 47, except by using (2,3-dichlorophenyl)boronic acid instead of (6-fluoro-2-hydroxy-3-methylphenyl)boronic acid in Step D. LC/MS m/z calculated for C₂₉H₂₃D₂Cl₃FN₅O₃: 618.11 (M+H)⁺; found: 618.2 (M+H)⁺.

Example 52: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(4,5-dimethylpyridin-3-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 47, except by using (4,5-dimethylpyridin-3-yl)boronic acid instead of (6-fluoro-2-hydroxy-3-methylphenyl)boronic acid in Step D. LC/MS m/z calculated for C₃₀H₂₈D₂ClFN₆O₃: 579.22 (M+H)⁺; found: 579.3 (M+H)⁺.

Example 53: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(naphthalen-1-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 47, except by using naphthalen-1-ylboronic acid instead of (6-fluoro-2-hydroxy-3-methylphenyl)boronic acid in Step D. LC/MS m/z calculated for C₃₃H₂₇D₂ClFN₅O₃: 600.21 (M+H)⁺; found: 600.3 (M+H)⁺.

Example 54: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(3-chloro-2-methylpyridin-4-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 47, except by using (3-chloro-2-methylpyridin-4-yl)boronic acid instead of (6-fluoro-2-hydroxy-3-methylphenyl)boronic acid in Step D. LC/MS m/z calculated for C₂₉H₂₅D₂Cl₂FN₆O₃: 599.16 (M+H)⁺; found: 599.3 (M+H)⁺.

Example 55: 6-([1,1′-biphenyl]-2-yl)-1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 47, except by using [1,1′-biphenyl]-2-ylboronic acid instead of (6-fluoro-2-hydroxy-3-methylphenyl)boronic acid in Step D. LC/MS m/z calculated for C₃₅H₂₉D₂ClFN₅O₃: 626.22 (M+H)⁺; found: 626.3 (M+H)⁺.

Example 56: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (2-chloro-6-hydroxyphenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₂₉H₂₆Cl₂FN₅O₄: 598.13 (M+H)⁺; found: 598.2 (M+H)⁺.

Example 57: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-methoxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using 2-chloro-6-methoxyphenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₀H₂₈Cl₂FN₅O₄: 612.15 (M+H)⁺; found: 612.2 (M+H)⁺.

Example 58: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(2-methoxy-6-methylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (2-methoxy-6-methylphenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₁H₃₁ClFN₅O₄: 592.20 (M+H)⁺; found: 592.2 (M+H)⁺.

Example 59: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-(hydroxymethyl)phenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (2-chloro-6-(hydroxymethyl)phenyl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₀H₂₈Cl₂FN₅O₄: 612.15 (M+H)⁺; found: 612.2 (M+H)⁺.

Example 60: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(5-chlorobenzo[d][1,3]dioxol-4-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 17, except by using (5-chlorobenzo[d][1,3]dioxol-4-yl)boronic acid instead of 2-fluoro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₀H₂₆Cl₂FN₅O₅: 625.13 (M+H)⁺; found: 625.2 (M+H)⁺.

Example 61: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

Step A; 5,6-dichloro-N-(2,4-diisopropylpyridin-3-yl)-3-nitropyridin-2-amine

The mixture of 2,3,6-trichloro-5-nitropyridine (3.0 g, 13.19 mmol), 2,4-diisopropylpyridin-3-amine (2.47 g, 13.85 mmol) and N-ethyl-N-isopropylpropan-2-amine (3.45 ml, 19.79 mmol) in dioxane (20 ml) was stirred at 110° C. overnight. Direct purification on silica gel column (40 g, 0-75% EtOAc in Hexane) afforded the desired product, 5,6-dichloro-N-(2,4-diisopropylpyridin-3-yl)-3-nitropyridin-2-amine (2.92 g, 7.91 mmol, 60.0% yield). LC/MS m/z calculated for C₁₄H₁₄Cl₂N₄O₂: 369.05 (M+H)⁺; found: 369.3 (M+H)⁺.

Step B: 5,6-dichloro-N₂-(2,4-diisopropylpyridin-3-yl)pyridine-2,3-diamine

The mixture of 5,6-dichloro-N-(2,4-diisopropylpyridin-3-yl)-3-nitropyridin-2-amine (2.5 g, 6.77 mmol), iron (2.269 g, 40.6 mmol) and ammonium chloride (2.173 g, 40.6 mmol) in ethanol (20 ml) and water (10.00 ml) was stirred at 80° C. for 1 h. The reaction mixture was filtered through a cake of celite and the filtrate was evaporated under reduced pressure. The residue was dissolved in 20 mL of EtOAc and 20 mL of water. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with water and brine, then dried over Na₂SO₄, filtered and evaporated in vacuum. Direct purification on silica gel column (40 g, 0-100% EtOAc in Hexane) afforded the desired product, 5,6-dichloro-N₂-(2,4-diisopropylpyridin-3-yl)pyridine-2,3-diamine (1.493 g, 4.40 mmol, 65% yield). LC/MS m/z calculated for C₁₆H₂₀Cl₂N₄: 339.08 (M+H)⁺; found: 339.2 (M+H)⁺.

Step C; 6,7-dichloro-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

To the solution of oxalyl dichloride (885 μl, 10.32 mmol) in ClCH₂CH₂Cl (15 ml) was added the solution of 5,6-dichloro-N₂-(2,4-diisopropylpyridin-3-yl)pyridine-2,3-diamine (350 mg, 1.032 mmol) in ClCH₂CH₂Cl (500 ml) via syringe dropwise at 0° C. The reaction mixture was warmed up to room temperature and stirred overnight at room temperature. The solvent was evaporated under reduced pressure. 20 mL of EtOAc and 20 mL of sat. aqueous NaHCO₃ solution were added. The organic phase was separated and the aqueous phase was extracted twice with EtOAc. The combined extracts were dried over Na₂SO₄, filtered and evaporated in vacuum. The residue was purified by silica gel column (40 g, 0-10% Methanol in EtOAc) to give the desired product, 6,7-dichloro-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (0.142 g, 0.361 mmol, 35% yield). LC/MS m/z calculated for C₁₈H₁₈Cl₂N₄O₂: 393.08 (M+H)⁺; found: 393.2 (M+H)⁺.

Step D; tert-butyl 3-((6,7-dichloro-4-(2,4-diisopropylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1 (2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate

The mixture of 6,7-dichloro-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (160 mg, 0.407 mmol), tert-butyl 3-(bromomethyl)-3-fluoroazetidine-1-carboxylate (218 mg, 0.814 mmol) and cesium carbonate (199 mg, 0.610 mmol) in DMF (10 ml) was stirred at 90° C. overnight. The mixture was resolved in 20 mL of EtOA and then washed with water three times. The organic phase was dried over Na₂SO₄, filtered and evaporated under reduced pressure. The residue was purified on silica gel column (40 g, 0-90% EtOAc in Hexane) afforded the desired product, tert-butyl 3-((6,7-dichloro-4-(2,4-diisopropylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (0.177 g, 0.305 mmol, 75% yield). LC/MS m/z calculated for C₂₇H₃₂Cl₂FN₅O₄: 580.18 (M+H)⁺; found: 580.2 (M+H)⁺.

Step E; tert-butyl 3-((7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate

To the mixture of tert-butyl 3-((6,7-dichloro-4-(2,4-diisopropylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (50 mg, 0.086 mmol) and (2-chloro-6-hydroxyphenyl)boronic acid (29.7 mg, 0.172 mmol) in dioxane (2 ml) and water (0.200 ml) was added cesium carbonate (56.1 mg, 0.172 mmol). The resulting mixture was bubbled with N₂ for 2 min and then tetrakis(triphenylphosphine)palladium(0) (9.95 mg, 8.61 μmol) was added. The reaction mixture was stirred at 100° C. under microwave irradiation for 40 min. The reaction was treated with 20 mL of water and 20 mL of EtOAc. The aqueous phase was extracted with EtOAc twice. The combined extracts were washed with brine, dried over Na₂SO₄, filtered and evaporated under reduced pressure to give the crude oil, which was purified on silica gel column (12 g, 0-100% EtOAc in Hexane) to provide the desired product, tert-butyl 3-((7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate (0.032 g, 0.047 mmol, 55% yield)). LC/MS m/z calculated for C₃₃H₃₆Cl₂FN₅O₅: 672.21 (M+H)⁺; found: 672.2 (M+H)⁺.

Step F; 7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1-((3-fluoroazetidin-3-yl)methyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The solution of tert-butyl 3-((7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate in 2 mL of 4 N HCl in dioxane and MeOH (2.0 ml). The reaction was stirred at room temperature for 30 min and then evaporated to dryness under reduced pressure to give the crude powder, 7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1-((3-fluoroazetidin-3-yl)methyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (100% yield), which was used directly for the next reaction. LC/MS m/z calculated for C₂₈H₂₈Cl₂FN₅O₃: 572.15 (M+H)⁺; found: 572.2 (M+H)⁺.

Step G; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The reaction mixture of 7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1-((3-fluoroazetidin-3-yl)methyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (20 mg, 0.035 mmol), acrylic acid (2.52 mg, 0.035 mmol)), triethylamine (3.54 mg, 0.035 mmol) and O-(7-azabenzotriazol-1-yl)-N,N,N′,N′-tetramethyluronium hexafluorophosphate (13.28 mg, 0.035 mmol) was stirred at room temperature overnight. Direct purification on HPLC afforded the desired product, 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione (0.022 g, 0.035 mmol, 100% yield). LC/MS m/z calculated for C₃₁H₃₀Cl₂FN₅O₄: 626.17 (M+H)⁺; found: 626.2 (M+H)⁺.

Example 62: 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-methoxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 61, except by using (2-chloro-6-methoxyphenyl)boronic acid instead of 2-chloro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₂H₃₂Cl₂FN₅O₄: 640.18 (M+H)⁺; found: 640.2 (M+H)⁺.

Example 63: tert-butyl 3-((7-chloro-6-(2-methyl-6-methoxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate

The above title compound was synthesized according to the procedures described in Example 61, except by using (2-methyl-6-methoxyphenyl)boronic acid instead of 2-chloro-6-hydroxyphenylboronic acid Step E. LC/MS m/z calculated for C₃₃H₃₅ClFN₅O₄: 620.24 (M+H)⁺; found: 620.2 (M+H)⁺.

Example 64: 7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1-((3-fluoro-1-(2-fluoroacryloyl)azetidin-3-yl)methyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione

The above title compound was synthesized according to the procedures described in Example 61, except by using 2-fluoroacrylic acid instead of acrylic acid Step G. LC/MS m/z calculated for C₃₁H₂₉Cl₂F₂N₅O₄: 644.16 (M+H)⁺; found: 644.2 (M+H)⁺.

Example A. GDP-GTP Exchange Assay

The inhibitor potency of the exemplified compounds was determined in a fluorescence based guanine nucleotide exchange assay, which measures the exchange of bodipy-GDP (fluorescently labeled GDP) for GppNHp (Non-hydrolyzable GTP analog) to generate the active state of KRAS in the presence of SOS1 (guanine nucleotide exchange factor). Inhibitors were serially diluted in DMSO and a volume of 0.1 μL was transferred to the wells of a black low volume 384-well plate. 5 μL/well volume of bodipy-loaded KRAS G12C diluted to 5 nM in assay buffer (25 mM Hepes pH 7.5, 50 mM NaCl, 10 mM MgCl2 and 0.01% Brij-35) was added to the plate and pre-incubated with inhibitor for 2 hours at ambient temperature. Appropriate controls (enzyme with no inhibitor or with a G12C inhibitor (AMG-510)) were included on the plate. The exchange was initiated by the addition of a 5 μL/well volume containing 1 mM GppNHp and 300 nM SOS1 in assay buffer. The 10 μL/well reaction concentration of the bodipy-loaded KRAS G12C, GppNHp, and SOS1 were 5-25 nM, 500 uM, and 150 nM, respectively. The reaction plates were incubated at ambient temperature for 2 hours, a time estimated for complete GDP-GTP exchange in the absence of inhibitor. For the KRAS G12D and G12V mutants, similar guanine nucleotide exchange assays were used with 2.5 nM as final concentration for the bodipy loaded KRAS proteins and with 4 hours and 3 hours incubation after adding GppNHp-SOS1 mixture for G12D and G12V, respectively. A cyclic peptide described to selectively bind G12D mutant (Sakamoto et al., BBRC 484.3 (2017), 605-611) or internal compounds with confirmed binding were used as positive controls in the assay plates. Fluorescence intensities were measured on a PheraStar plate reader instrument (BMG Labtech) with excitation at 485 nm and emission at 520 nm.

Either GraphPad prism or XLfit was used to analyze the data. The IC₅₀ values were derived by fitting the data to a four parameter logistic equation producing a sigmoidal dose-response curve with a variable Hill coefficient. Prism equation: Y=Bottom+(Top−Bottom)/(1+10{circumflex over ( )}((Log IC₅₀−X)*Hill slope)); XLfit equation: Y=(A+((B−A)/(1+((X/C){circumflex over ( )}D)))) where X is the logarithm of inhibitor concentration and Y is the response.

The KRAS_G12C exchange assay IC₅₀ data and KRAS_G12C pERK assay IC₅₀ data are provided in Table 1 below. The symbol “†” indicates IC₅₀≤100 nM, “††” indicates IC₅₀>100 nM but ≤1 μM; and “†††” indicates IC₅₀ is >1 μM but ≤5 μM, “††††” indicates IC₅₀ is >5 μM but ≤10 μM. “NA” indicates IC₅₀ not available.

TABLE 1 Ex. No. G12C_exchange G12C_pERK 1 †††† NA 2 ††† NA 3 †† NA 4 †† NA 5 † †† 6 ††† NA 7 † †† 8 †† †† 9 †† †† 10 † †† 11 † †† 12 † † 13 † † 14 † † 15 † † 16 † † 17 † † 18 † † 19 † † 20 † † 21 † † 22 † † 23 † † 24 † † 25 † † 26 †† NA 27 †† †† 28 † † 29 †† NA 30 †† NA 31 †† NA 32 †† NA 33 † † 34 † † 35 † † 36 † † 37 † †† 38 †† †† 39 †† †† 40 †† †† 41 †† NA 42 † †† 43 †† NA 44 †† NA 45 † ††† 46 †† NA 47 † † 48 † NA 49 † NA 50 † NA 51 † † 52 ††† NA 53 † NA 54 †† NA 55 †† NA 56 † † 57 † † 58 † † 59 † † 60 † † 61 † † 62 † † 63 † † 64 † †

Example B: Luminescent Viability Assay

MIA PaCa-2 (KRAS G12C; ATCC® CRL-1420), A427 (KRAS G12D; ATCC® HTB53) and NCI-H838 (KRAS WT; ATCC® CRL-5844) cells are cultured in RPMI 1640 media supplemented with 10% FBS (Gibco/Life Technologies). The cells are seeded (5×10³ cells/well/in 50 uL) into black, clear bottomed 96-well Greiner tissue culture plates and cultured overnight at 37° C. 5% CO₂. After overnight culture, 50 uL per well of serially diluted test compounds (2× final concentration) are added to the plates and incubated for 3 days. At the end of the assay, 100 ul/well of CellTiter-Glo reagent (Promega) is added. Luminescence is read after 15 minutes with a TopCount (PerkinElmer). IC₅₀ determination is performed by fitting the curve of percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example C: Cellular pERK HTRF Assay

MIA PaCa-2 (KRAS G12C; ATCC® CRL-1420), A427 (KRAS G12D; ATCC® HTB53), HPAF-II (KRAS G12D; ATCC® CRL-1997) and NCI-H838 (KRAS WT; ATCC® CRL-5844) cells are purchased from ATCC and maintained in RPMI 1640 media supplemented with 10% FBS (Gibco/Life Technologies). The cells are plated at 5000 cells per well (8 uL) into Greiner 384-well low volume, flat-bottom, tissue culture treated white plates and incubated overnight at 37° C. 5% CO₂. The next morning, test compound stock solutions are diluted in media at 3× the final concentration, and 4 uL are added to the cells. The plate is mixed by gentle rotation for 30 seconds (250 rpm) at room temperature. The cells are incubated with the KRAS G12C and G12D compounds for 4 hours or 2 hours respectively at 37° C., 5% CO₂.

4 uL of 4× lysis buffer with blocking reagent (1:25) (Cisbio) are added to each well and plates are rotated gently (300 rpm) for 30 minutes at room temperature. 4 uL per well of Cisbio anti Phospho-ERK 1/2 d2 is mixed with anti Phospho-ERK 1/2 Cryptate (1:1) are added to each well, mixed by rotation and incubated overnight in the dark at room temperature. Plates are read on the Pherastar plate reader at 665 nm and 620 nm wavelengths. IC₅₀ determination is performed by fitting the curve of inhibitor percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example D: Whole Blood pERK1/2 HTRF Assay

MIA PaCa-2 cells (KRAS G12C; ATCC® CRL-1420) and HPAF-II (KRAS G12D; ATCC® CRL-1997) are maintained in RPMI 1640 with 10% FBS (Gibco/Life Technologies). The cells are seeded into 96 well tissue culture plates (Corning #3596) at 25000 cells per well in 100 uL media and cultured for 2 days at 37° C. 5% CO₂ so that they are approximately 80% confluent at the start of the assay. Whole Blood are added to the 1 uL dots of compounds (prepared in DMSO) in 96 well plates and mixed gently by pipetting up and down so that the concentration of the compound in blood is 1× of desired concentration. The media is aspirated from the cells and 50 uL per well of whole blood with G12C or G12D compound is added and incubated for 4 or 2 hours respectively at 37° C. 5% CO₂. After dumping the blood, the plates are gently washed twice by adding PBS to the side of the wells and dumping the PBS from the plate onto a paper towel, tapping the plate to drain well. 50 ul/well of 1× lysis buffer #1 (Cisbio) with blocking reagent (1:25) (Cisbio) is then added and incubated at room temperature for 30 minutes with shaking (250 rpm). Following lysis, 16 uL of lysate is transferred into 384-well Greiner small volume white plate using an Assist Plus (Integra Biosciences, NH). 4 uL of 1:1 mixture of anti Phospho-ERK 1/2 d2 and anti Phospho-ERK 1/2 Cryptate (Cisbio) is added to the wells using the Assist Plus and incubated at room temperature overnight in the dark. Plates are read on the Pherastar plate reader at 665 nm and 620 nm wavelengths. IC₅₀ determination is performed by fitting the curve of inhibitor percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

The G12C_WB_pERK assay IC₅₀ data are provided in Table 2 below. The symbol “†” indicates IC₅₀≤100 nM, “††” indicates IC₅₀>100 nM but ≤1 μM; and “†††” indicates IC₅₀ is >1 μM but ≤5 μM, “††††” indicates IC₅₀ is >5 μM but ≤10 μM. “NA” indicates IC₅₀ not available.

TABLE 2 Ex. No. G12C_WB_pERK 56 † 57 † 58 †† 59 †† 60 †† 61 † 62 † 63 † 64 ††

Example E: Ras Activation Elisa

The 96-Well Ras Activation ELISA Kit (Cell Biolabs Inc; #STA441) uses the Raf1 RBD (Rho binding domain) bound to a 96-well plate to selectively pull down the active form of Ras from cell lysates. The captured GTP-Ras is then detected by a pan-Ras antibody and HRP-conjugated secondary antibody.

MIA PaCa-2 cells (KRAS G12C; ATCC® CRL-1420) and HPAF-II (KRAS G12D; ATCC® CRL-1997) are maintained in RPMI 1640 with 10% FBS (Gibco/Life Technologies). The cells are seeded into 96 well tissue culture plates (Corning #3596) at 25000 cells per well in 100 uL media and cultured for 2 days at 37° C., 5% CO₂ so that they are approximately 80% confluent at the start of the assay. The cells are treated with compounds for either 2 hours or overnight at 37° C., 5% CO₂. At the time of harvesting, the cells are washed with PBS, drained well and then lysed with 50 uL of the 1× Lysis buffer (provided by the kit) plus added Halt Protease and Phosphatase inhibitors (1:100) for 1 hour on ice.

The Raf-1 RBD is diluted 1:500 in Assay Diluent (provided in kit) and 100 μL of the diluted Raf-1 RBD is added to each well of the Raf-1 RBD Capture Plate. The plate is covered with a plate sealing film and incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 3 times with 250 μL 1×Wash Buffer per well with thorough aspiration between each wash. 50 μL of Ras lysate sample (10-100 μg) is added per well in duplicate. A “no cell lysate” control is added in a couple of wells for background determination. 50 μL of Assay Diluent is added to all wells immediately to each well and the plate is incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 5 times with 250 μL 1× Wash Buffer per well with thorough aspiration between each wash. 100 μL of the diluted Anti-pan-Ras Antibody is added to each well and the plate is incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 5 times as previously. 100 μL of the diluted Secondary Antibody, HRP Conjugate is added to each well and the plate is incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 5 times as previously and drained well. 100 μL of Chemiluminescent Reagent (provided in the kit) is added to each well, including the blank wells. The plate is incubated at room temperature for 5 minutes on an orbital shaker before the luminescence of each microwell is read on a plate luminometer. The % inhibition is calculated relative to the DMSO control wells after a background level of the “no lysate control” is subtracted from all the values. IC₅₀ determination is performed by fitting the curve of inhibitor percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example F: Inhibition of RAS-RAF and PI3K-AKT Pathways

The cellular potency of compounds was determined by measuring phosphorylation of KRAS downstream effectors extracellular-signal-regulated kinase (ERK), ribosomal S6 kinase (RSK), AKT (also known as protein kinase B, PKB) and downstream substrate S6 ribosomal protein.

To measure phosphorylated extracellular-signal-regulated kinase (ERK), ribosomal S6 kinase (RSK), AKT and S6 ribosomal protein, cells (details regarding the cell lines and types of data produced are further detailed in Table 3 were seeded overnight in Corning 96-well tissue culture treated plates in RPMI medium with 10% FBS at 4×10⁴ cells/well. The following day, cells were incubated in the presence or absence of a concentration range of test compounds for 4 hours at 37° C., 5% CO₂. Cells were washed with PBS and lysed with 1× lysis buffer (Cisbio) with protease and phosphatase inhibitors. 10 μg of total protein lysates was subjected to SDS-PAGE and immunoblot analysis using following antibodies: phospho-ERK1/2-Thr202/Tyr204 (#9101L), total-ERK1/2 (#9102L), phosphor-AKT-Ser473 (#4060L), phospho-p90RSK-Ser380 (#11989S) and phospho-S6 ribosomal protein-Ser235/Ser236 (#2211S) are from Cell Signaling Technologies (Danvers, Mass.).

TABLE 3 Cell Line Histology KRAS alteration Readout H358 Lung G12C pERK, pAKT MIA PaCa-2 Pancreas G12C pERK, pAKT HPAF II Pancreas G12D pERK, pAKT SU.86.86 Pancreas G12D pERK, pAKT PaTu 8988s Pancreas G12V pERK, pAKT H441 Lung G12V pERK, pAKT

Example G: In Vivo Efficacy Studies

Mia-Paca-2 human pancreatic cancer cells are obtained from the American Type Culture Collection and maintained in RPMI media supplemented with 10% FBS. For efficacy studies experiments, 5×10⁶ Mia-Paca-2 cells are inoculated subcutaneously into the right hind flank of 6- to 8-week-old BALB/c nude mice (Charles River Laboratories, Wilmington, Mass., USA). When tumor volumes are approximately 150-250 mm3, mice were randomized by tumor volume and compounds are orally administered. Tumor volume is calculated using the formula (L×W²)/2, where L and W refer to the length and width dimensions, respectively. Tumor growth inhibition is calculated using the formula (1−(V_(T)/V_(C)))×100, where V_(T) is the tumor volume of the treatment group on the last day of treatment, and V_(C) is the tumor volume of the control group on the last day of treatment. Two-way analysis of variance with Dunnett's multiple comparisons test is used to determine statistical differences between treatment groups (GraphPad Prism). Mice are housed at 10-12 animals per cage, and are provided enrichment and exposed to 12-hour light/dark cycles. Mice whose tumor volumes exceeded limits (10% of body weight) are humanely euthanized by CO₂ inhalation. Animals are maintained in a barrier facility fully accredited by the Association for Assessment and Accreditation of Laboratory Animal Care, International. All of the procedures are conducted in accordance with the US Public Service Policy on Human Care and Use of Laboratory Animals and with Incyte Animal Care and Use Committee Guidelines.

Various modifications of the invention, in addition to those described herein, will be apparent to those skilled in the art from the foregoing description. Such modifications are also intended to fall within the scope of the appended claims. Each reference, including without limitation all patent, patent applications, and publications, cited in the present application is incorporated herein by reference in its entirety. 

1. A compound having Formula I:

or a pharmaceutically acceptable salt thereof, wherein: X is N; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰; Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a1)SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d1), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b1)NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d1)S(O)₂R^(b1)S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(m); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²; each R¹² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a12), SR^(a12), C(O)R^(b12), C(O)NR^(c12)R^(d12), C(O)OR^(a12), OC(O)R^(b12), OC(O)NR^(c12)R^(d12), NR^(c12)R^(d12), NR^(c12)C(O)R^(b12), NR^(c12)C(O)OR^(a12), NR^(c12)C(O)NR^(c12)R^(d12), NR^(c12)S(O)R^(b12), NR^(c12)S(O)₂R^(b12), NR^(c12)S(O)₂NR^(c12)R^(d12), S(O)R^(b12), S(O)NR^(c12)R^(d12), S(O)₂R^(b12), S(O)₂NR^(c12)R^(d12), and BR^(h12)R^(i12); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21), C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21), OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b2)NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21), NR^(c21)S(O)R^(b21), NR^(c21)S(O)₂R^(b21), NR^(c21)S(O)₂NR^(c21)R^(d2)S(O)R^(b21), S(O)NR^(c21)R^(d21), S(O)₂R^(b21), S(O)₂NR^(c21)R^(d21), and BR^(h21)R^(i21); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²; each R²² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a22), SR^(a22), C(O)R^(b22), C(O)NR^(c22)R^(d22), C(O)OR^(a22), OC(O)R^(b22), OC(O)NR^(c22)R^(d22), NR^(c22)R^(d22), NR^(c22)C(O)R^(b22), NR^(c22)C(O)OR^(a22), NR^(c22)C(O)NR^(c22)R^(d22), NR^(c22)S(O)R^(b22), NR^(c22)S(O)₂R^(b22), NR^(c22)S(O)₂NR^(c22)R^(d22), S(O)R^(b22), S(O)NR^(c22)R^(d22), S(O)₂R^(b22), S(O)₂NR^(c22)R^(d22), and BR^(h22)R^(i22); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32), SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32), OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32), NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32), NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32), NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32), S(O)NR^(c32)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and BR^(h32)R^(i32); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a40), SR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), OC(O)R^(b40), OC(O)NR^(c40)R^(d40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), NR^(c40)C(O)OR^(a40), NR^(c40)C(O)NR^(c40)R^(d40), NR^(c40)S(O)R^(b40), NR^(c40)S(O)₂R^(b40), NR^(c40)S(O)₂NR^(c40)R^(d40), S(O)R^(b40), S(O)NR^(c40)R^(d40), S(O)₂R^(b40), S(O)₂NR^(c40)R^(d40), and BR^(h40)R^(i40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41), C(O)NR^(c41)R^(d41), C(O)OR^(a41), OC(O)R^(b41), OC(O)NR^(c41)R^(d41), NR^(c41)R^(d41), NR^(c41)C(O)R^(b41), NR^(c41)C(O)OR^(a41), NR^(c41)C(O)NR^(c41)R^(d41), NR^(c41)S(O)R^(b41), NR^(c41)S(O)₂R^(b41), NR^(c41)S(O)₂NR^(c41)R^(d41), S(O)R^(b41), S(O)NR^(c41)R^(d41), S(O)₂R^(b41), S(O)₂NR^(c41)R^(d41), and BR^(h41)R^(i41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; each R⁴² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a42), SR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), OC(O)R^(b42), OC(O)NR^(c42)R^(d42), NR^(c42)R^(d42), NR^(c42)C(O)R^(b42), NR^(c42)C(O)OR^(a42), NR^(c42)C(O)NR^(c42)R^(d42), NR^(c42)S(O)R^(b42), NR^(c42)S(O)₂R^(b42), NR^(c42)S(O)₂NR^(c42)R^(d42), S(O)R^(b42), S(O)NR^(c42)R^(d42), S(O)₂R^(b42), S(O)₂NR^(c42)R^(d42), and BR^(h42)R^(i42); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R⁵⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a50), SR^(a50), C(O)R^(b50), C(O)NR^(c50)R^(d50), C(O)OR^(a50), OC(O)R^(b50), OC(O)NR^(c50)R^(d50), NR^(c50)R^(d50), NR^(c50)R^(b50), NR^(c50)C(O)OR^(a50), NR^(c50)C(O)NR^(c50)R^(d50), NR^(c50)S(O)R^(b50), NR^(c50)S(O)₂R^(b50), NR^(c50)S(O)₂NR^(c50)R^(d50), S(O)R^(b50), S(O)NR^(c50)R^(d50), S(O)₂R^(b50), S(O)₂NR^(c50)R^(d50), and BR^(h50)R^(i50); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵¹; each R⁵¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a51), SR^(a51), C(O)R^(b51), C(O)NR^(c51)R^(d51), C(O)OR^(a51), OC(O)R^(b5)OC(O)NR^(c51)R^(d51), NR^(c51)R^(d51), NR^(c51)C(O)R^(b51), NR^(c51)C(O)OR^(a51), NR^(c51)C(O)NR^(c51)R^(d51), NR^(c51)S(O)R^(b51), NR^(c51)S(O)₂R^(b51), NR^(c51)S(O)₂NR^(c51)R^(d51), S(O)R^(b51), S(O)NR^(c51)R^(d51), S(O)₂R^(b51), S(O)₂NR^(c51)R^(d51), and BR^(h51)R^(i51); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵²; each R⁵² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a52), SR^(a52), C(O)R^(b52), C(O)NR^(c52)R^(d52), C(O)OR^(c52), OC(O)R^(b52), OC(O)NR^(c52)R^(d52), NR^(c52)R^(d52), NR^(c52)C(O)R^(b52), NR^(c52)C(O)OR^(a52), NR^(c52)C(O)NR^(c52)R^(d52), NR^(c52)S(O)R^(b52), NR^(c52)S(O)₂R^(b52), NR^(c52)S(O)₂NR^(c52)R^(d52), S(O)R^(b52), S(O)NR^(c52)R^(d52), S(O)₂R^(b52), S(O)₂NR^(c52)R^(d52), and BR^(h52)R^(i52); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g); each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and haloalkyl; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰; each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a5), R^(b5), R^(c5) and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵⁰; each R^(e5) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆alkylcarbonyl, C₁₋₆alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²; or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R¹²; each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and haloalkyl; each R^(a12), R^(b12), R^(c12) and R^(d12), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h12) and R^(i12) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h12) and R^(i12) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a21), R^(b21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²; or any R^(c21) and R^(d21) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²²; each R^(h21) and R^(i21) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h21) and R^(i21) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and haloalkyl; each R^(a22), R^(b22), R^(c22) and R^(d22), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h22) and R^(i22) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h22) and R^(i22) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1.2 or 3 substituents independently selected from R³²; each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and haloalkyl; each R^(a32), R^(b32), R^(c32) and R^(d32), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c32) and R^(d32) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1.2 or 3 substituents independently selected from R⁴¹; each R^(h40) and R^(i40) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h40) and R^(i40) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆haloalkyl; each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1.2, 3, or 4 substituents independently selected from R⁴²; each R^(h41) and R^(i41) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h41) and R^(i41) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆haloalkyl; each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c42) and R^(d42) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h42) and R^(i42) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h42) and R^(i42) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆haloalkyl; each R^(a50), R^(b50), R^(c50) and R^(d50) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵¹; or any R^(c50) and R^(d50) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵¹; each R^(h50) and R^(i50) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h50) and R^(i50) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆haloalkyl; each R^(a51), R^(b51), R^(c51) and R^(d51), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁵²; or any R^(c51) and R^(d51) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁵²; each R^(h51) and R^(i51) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h51) and R^(i51) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and haloalkyl; each R^(a52), R^(b52), R^(c52) and R^(d52), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c52) and R^(d52) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h52) and R^(i52) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h52) and R^(i52) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆cycloalkyl-C₁₋₂alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃ alkoxy-C₁₋₃alkyl, C₁₋₃alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H₂N—C₁₋₃ alkyl, amino, C₁₋₆alkylamino, di(C₁₋₆alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, carboxy, C₁₋₆alkylcarbonyl, C₁₋₆ alkoxycarbonyl, C₁₋₆alkylcarbonylamino, C₁₋₆alkoxycarbonylamino, C₁₋₆alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆alkylaminocarbonyloxy, di(C₁₋₆alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆alkylaminosulfonyl, di(C₁₋₆alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆alkylaminocarbonylamino, and di(C₁₋₆alkyl)aminocarbonylamino.
 2. The compound of claim 1, wherein X is N; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰; Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a11), SR^(a1)C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), NR^(c11)S(O)R^(b1)NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b1)S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(m); each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a3)SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a3)OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31); each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, 5-membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a40), SR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), OC(O)R^(b40), OC(O)NR^(c40)R^(d40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), NR^(c40)C(O)OR^(a40), NR^(c40)C(O)NR^(c40)R^(d40), NR^(c40)S(O)R^(b40), NR^(c40)S(O)₂R^(b40), NR^(c40)S(O)₂NR^(c40)R^(d40), S(O)R^(b40), S(O)NR^(c40)R^(d40), S(O)₂R^(b40), S(O)₂NR^(c40)R^(d40), and BR^(h40)R^(i40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41), C(O)NR^(c41)R^(d41), C(O)OR^(a41), OC(O)R^(b41), OC(O)NR^(c41)R^(d41), NR^(c41)R^(d41), NR^(c41)C(O)R^(b41), NR^(c41)C(O)OR^(a41), NR^(c41)C(O)NR^(c41)R^(d41), NR^(c41)S(O)R^(b41), NR^(c41)S(O)₂R^(b41), NR^(c41)S(O)₂NR^(c41)R^(d41), S(O)R^(b41), S(O)NR^(c41)R^(d41), S(O)₂R^(b41), S(O)₂NR^(c41)R^(d41), and BR^(h41)R^(i41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; each R⁴² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a42), SR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), OC(O)R^(b42), OC(O)NR^(c42)R^(d42), NR^(c42)R^(d42), NR^(c42)C(O)R^(b42), NR^(c42)C(O)OR^(a42), NR^(c42)C(O)NR^(c42)R^(d42), NR^(c42)S(O)R^(b42), NR^(c42)S(O)₂R^(b42), NR^(c42)S(O)₂NR^(c42)R^(d42), S(O)R^(b42), S(O)NR^(c42)R^(d42), S(O)₂R^(b42), S(O)₂NR^(c42)R^(d42), and BR^(h42)R^(i42); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g); each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆haloalkyl; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₆₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁰; each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆alkylcarbonyl, C₁₋₆alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆alkylsulfonyl, C₁₋₆alkylcarbonyl, C₁₋₆alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, aminosulfonyl, C₁₋₆alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and haloalkyl; each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆haloalkyl; each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and haloalkyl; each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹; each R^(h40) and R^(i40) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h40) and R^(i40) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1.2, 3, or 4 substituents independently selected from R⁴²; each R^(h41) and R^(i41) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h41) and R^(i41) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆haloalkyl; each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c42) and R^(d42) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h42) and R^(i42) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h42) and R^(i42) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and haloalkyl; and each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆cycloalkyl-C₁₋₂alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃alkoxy-C₁₋₃alkyl, C₁₋₃alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H₂N—C₁₋₃ alkyl, amino, C₁₋₆alkylamino, di(C₁₋₆alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆alkyl)carbamyl, carboxy, C₁₋₆alkylcarbonyl, C₁₋₆ alkoxycarbonyl, C₁₋₆alkylcarbonylamino, C₁₋₆alkoxycarbonylamino, C₁₋₆alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆alkylaminocarbonyloxy, di(C₁₋₆alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆alkylaminosulfonyl, di(C₁₋₆alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆alkylaminocarbonylamino, and di(C₁₋₆alkyl)aminocarbonylamino.
 3. The compound of claim 1, wherein X is N; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, OR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), NR^(c1)R^(d1), and S(O)₂R^(b1); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), and S(O)₂R^(b2); Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), S(O)₂R^(b10), and S(O)₂NR^(c10)R^(d10); each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(c30), NR^(c30)C(O)R^(b30), S(O)₂R^(b30), and S(O)₂NR^(c30)R^(d30); each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), S(O)₂R^(b40), and S(O)₂NR^(c40)R^(d40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41), C(O)NR^(c41)R^(d41), C(O)OR^(a41), NR^(c41)R^(d41), NR^(c41)C(O)R^(b4)S(O)₂R^(b4) and S(O)₂NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; each R⁴² is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), and NR^(c42)R^(d42); each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹; each R^(a41), R^(b41), R_(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; and each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl.
 4. The compound of claim 1, wherein X is N; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, OR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), NR^(c1)R^(d1), and S(O)₂R^(b1); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), and S(O)₂R^(b2); Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), S(O)₂R^(b10), and S(O)₂NR^(c10)R^(d10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), and NR^(c11)R^(d11); each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), S(O)₂R^(b30), and S(O)₂NR^(c30)R^(d30); each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), S(O)₂R^(b40), and S(O)₂NR^(c40)R^(d40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41), C(O)NR^(c41)R^(d41), C(O)OR^(a41), NR^(c41)R^(d41), NR^(c41)C(O)R^(b41), S(O)₂R^(b4) and S(O)₂NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; each R⁴² is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), and NR^(c42)R^(d42); each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹; each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; and each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl.
 5. The compound of claim 1, wherein X is N; R¹ is selected from H, D, and C₁₋₆ alkyl; R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; Cy is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁰; R³ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C₁₋₆ alkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰; R⁴ is selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-6 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, phenyl, halo, D, CN, OR^(a10), and NR^(c10)R^(d10); wherein said C₁₋₆ alkyl, and phenyl, are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), and NR^(c11)R^(d11); each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(d30); each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, 4-6 membered heterocycloalkyl, halo, D, CN, OR^(a40), C(O)R^(b40), and NR^(c40)R^(d40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1, 2, or 3 substituents independently selected from R⁴¹; each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a41), C(O)R^(b41), and NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl, are each optionally substituted with 1, 2, or 3 substituents independently selected from R⁴²; each R⁴² is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; each R^(a10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, and C₂₋₆ alkynyl, are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹; and each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴².
 6. The compound of claim 1, wherein the compound of Formula I is a compound of Formula II:

or a pharmaceutically acceptable salt thereof; wherein m is 0, 1, or 2; and n is 1, 2, or
 3. 7. The compound of claim 6, wherein X is N; R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, 03-10 cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), and S(O)₂R^(b2); Cy is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; R³ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene, and 5-10 membered heteroaryl-C₁₋₃alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃alkylene, 4-10 membered heterocycloalkyl-C₁₋₃alkylene, C₆₋₁₀ aryl-C₁₋₃alkylene and 5-10 membered heteroaryl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), S(O)₂R^(b10), and S(O)₂NR^(c10)R^(d10); each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), S(O)₂R^(b30), and S(O)₂NR^(c30)R^(d30); each R⁴⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a40), C(O)R^(b40), C(O)NR^(c40)R^(d40), C(O)OR^(a40), NR^(c40)R^(d40), NR^(c40)C(O)R^(b40), S(O)₂R^(b40), and S(O)₂NR^(c40)R^(d40); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; each R⁴¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a41), SR^(a41), C(O)R^(b41), C(O)NR^(c41)R^(d41), C(O)OR^(a41), NR^(c41)R^(d41), NR^(c41)C(O)R^(b41), S(O)₂R^(b41), and S(O)₂NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; each R⁴² is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a42), C(O)R^(b42), C(O)NR^(c42)R^(d42), C(O)OR^(a42), and NR^(c42)R^(d42); each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴¹; or any R^(c40) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹; each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; or any R^(c41) and R^(d41) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴²; each R^(a42), R^(b42), R^(c42) and R^(d42), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; m is 0 or 1; and n is 1, 2, or
 3. 8. The compound of claim 6, wherein X is N; R² is selected from H, C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, and CN; Cy is selected from C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1,2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 5-membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁰; R³ is selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C₁₋₃ alkyl, phenyl and 5-6 membered heteroaryl, are each optionally substituted with 1,2, or 3 substituents independently selected from R³⁰; each R¹⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OR^(a10), and, NR^(c10)R^(d10); each R³⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(d30); each R⁴⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, halo, D, CN, OR^(a40), C(O)R^(b40), and NR^(c40)R^(d40); wherein said C₁₋₃ alkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1, 2, or 3 substituents independently selected from R⁴¹; each R⁴¹ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, CN, OR^(a41), C(O)R^(b41), and NR^(c41)R^(d41); wherein said C₁₋₆ alkyl, are each optionally substituted with 1, or 2 substituents independently selected from R⁴²; each R⁴² is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, D, and CN; each R^(a10), R^(c10) and R^(d10) is independently selected from H, C₁₋₃ alkyl, and C₁₋₃ haloalkyl; each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₃ alkyl, and C₁₋₃ haloalkyl; each R^(a40), R^(b40), R^(c40) and R^(d40), is independently selected from H, C₁₋₃ alkyl, C₂₋₃ alkenyl, C₁₋₃ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₃ alkyl, C₂₋₃ alkenyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1,2, or 3 substituents independently selected from R⁴¹; or any R^(c0) and R^(d40) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁴¹; each R^(a41), R^(b41), R^(c41) and R^(d41), is independently selected from H, C₁₋₃ alkyl, C₂₋₃ alkenyl, and C₁₋₆₃haloalkyl; wherein said C₁₋₃ alkyl, and C₂₋₃ alkenyl are each optionally substituted with 1, or 2 substituents independently selected from R⁴²; m is 0 or 1; and n is 1, 2, or
 3. 9. (canceled)
 10. The compound of claim 1, wherein the compound of Formula I is a compound of Formula IV:

or a pharmaceutically acceptable salt thereof; wherein p is 0, 1, 2, or
 3. 11. The compound of claim 1, wherein the compound of Formula I is a compound of Formula V:

or a pharmaceutically acceptable salt thereof; wherein p is 0, 1, 2, or
 3. 12. (canceled)
 13. The compound of claim 1, wherein R¹ is H or D.
 14. (canceled)
 15. The compound of claim 1, wherein R² is halo.
 16. (canceled)
 17. The compound of claim 1, wherein Cy is selected from phenyl, naphthalene, and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 5-10 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the phenyl, naphthalene, and 5-10 membered heteroaryl are each optionally substituted with 1,2, or 3 substituents independently selected from R¹⁰.
 18. (canceled)
 19. The compound of claim 1, wherein R³ is phenyl or pyridine; wherein said phenyl and pyridine are each optionally substituted with 1, 2, or 3 substituents independently selected from R³⁰.
 20. (canceled)
 21. The compound of claim 1, wherein R⁴ is selected from C₁₋₃ alkyl, 4-6 membered heterocycloalkyl, and 4-6 membered heterocycloalkyl-C₁₋₃ alkylene; wherein said C₁₋₃ alkyl, 4-6 membered heterocycloalkyl, and 4-6 membered heterocycloalkyl-C₁₋₃alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁴⁰.
 22. (canceled)
 23. (canceled)
 24. The compound of claim 1, wherein each R¹⁰ is independently selected from C₁₋₃ alkyl, C₁₋₃ haloalkyl, halo, phenyl, OH, and NH₂.
 25. The compound of claim 1, wherein each R¹¹ is independently selected from halo, D, CN, and OR^(a11).
 26. (canceled)
 27. The compound of claim 1, wherein each R³⁰ is independently selected from C₁₋₃ alkyl.
 28. (canceled)
 29. The compound of claim 1, wherein each R⁴⁰ is independently selected from 4-6 membered heterocycloalkyl, halo, D, OH, OCH₃, and C(O)C₂₋₃ alkenyl; wherein said 4-6 membered heterocycloalkyl and C₂₋₃ alkenyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R⁴¹.
 30. The compound of claim 1, wherein each R⁴¹ is independently selected from C₁₋₃ haloalkyl, halo, D, OH, OCH₃, and C(O)R^(b41).
 31. The compound of claim 1, wherein each R⁴² is independently selected from halo, D, and CN.
 32. The compound of claim 1, wherein each R^(a10), R^(c10) and R^(d10) is independently selected from H and C₁₋₆ alkyl.
 33. The compound of claim 1, wherein each R^(a11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆haloalkyl.
 34. The compound of claim 1, wherein each R^(b40) is selected from H, C₁₋₃ alkyl, and C₂₋₃ alkenyl.
 35. The compound of claim 1, wherein each R^(a41) and R^(b41) is selected from H, C₁₋₃ alkyl, C₂₋₃ alkenyl, and C₁₋₃ haloalkyl.
 36. The compound of claim 1, wherein R^(b41) is C₂₋₃ alkenyl.
 37. The compound of claim 1, wherein the compound of Formula I is selected from the group consisting of: 1-(1-acryloylpiperidin-4-yl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-(1-acryloylpiperidin-4-yl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluoro-6-hydroxyphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diethylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2,3-difluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloylazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(1-naphthyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-hydroxy-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-methoxy-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-methoxy-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2,3-difluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoro-azetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluorophenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(1-naphthyl)-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(2-fluoro-6-hydroxyphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 7-chloro-4-(2,6-diisopropylphenyl)-1-((3-fluoro-1-(2-fluoroacryloyl)azetidin-3-yl)methyl)-6-(2-fluoro-6-hydroxyphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2,6-diisopropylphenyl)-6-(3-hydroxynaphthalen-1-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(2-amino-6-fluorophenyl)-7-chloro-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2,3-difluoro-6-hydroxyphenyl)-4-(2,6-diisopropylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(2-amino-6-fluorophenyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxy-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(3,6-difluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2,3-difluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(3-chloro-6-fluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-hydroxy-6-(trifluoromethyl)-phenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(6-fluoro-2,3-dihydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(3-methyl-1H-indazol-7-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(6-methyl-1H-indazol-7-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(1H-indazol-7-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(1H-benzo[d][1,2,3]triazol-7-yl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-6-(2-aminopyridin-3-yl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(2-oxo-1,2-dihydroquinolin-8-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2,3-dichlorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chlorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(2-(trifluoromethyl)phenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-7-chloro-6-(2,3-difluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-6-(2-amino-6-fluorophenyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-methoxyazetidin-3-yl)methyl)-6-(2-fluorophenyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(3,6-difluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(5,6-difluoro-2-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-hydroxyazetidin-3-yl)methyl)-7-chloro-6-(2-fluoro-6-hydroxy-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(6-fluoro-2-hydroxy-3-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(2-fluoro-6-hydroxy-4-methylphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 7-chloro-6-(2-chloro-6-hydroxyphenyl)-1-((3-fluoro-1-(2-fluoroacryloyl)azetidin-3-yl)methyl-d2)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(2,3-dichlorophenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(4,5-dimethylpyridin-3-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(naphthalen-1-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-6-(3-chloro-2-methylpyridin-4-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 6-([1,1′-biphenyl]-2-yl)-1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl-d2)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-methoxyphenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-4-(2-isopropyl-4-methylpyridin-3-yl)-6-(2-methoxy-6-methylphenyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-(hydroxymethyl)phenyl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(5-chlorobenzo[d][1,3]dioxol-4-yl)-4-(2-isopropyl-4-methylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; 1-((1-acryloyl-3-fluoroazetidin-3-yl)methyl)-7-chloro-6-(2-chloro-6-methoxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; tert-butyl 3-((7-chloro-6-(2-methyl-6-methoxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-2,3-dioxo-3,4-dihydropyrido[2,3-b]pyrazin-1(2H)-yl)methyl)-3-fluoroazetidine-1-carboxylate; and 7-chloro-6-(2-chloro-6-hydroxyphenyl)-4-(2,4-diisopropylpyridin-3-yl)-1-((3-fluoro-1-(2-fluoroacryloyl)azetidin-3-yl)methyl)-1,4-dihydropyrido[2,3-b]pyrazine-2,3-dione; or a pharmaceutically acceptable salt thereof.
 38. (canceled)
 39. A pharmaceutical composition comprising a compound of claim 1, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient.
 40. A method of inhibiting KRAS activity, said method comprising contacting a compound of claim 1, or a pharmaceutically acceptable salt thereof, with KRAS.
 41. The method of claim 40, wherein the contacting comprises administering the compound to a patient.
 42. A method of treating a disease or disorder associated with inhibition of KRAS interaction, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of claim 1, or a pharmaceutically acceptable salt thereof; wherein the disease or disorder is an immunological or inflammatory disorder.
 43. (canceled)
 44. The method of claim 42, wherein the immunological or inflammatory disorder is Ras-associated lymphoproliferative disorder and juvenile myelomonocytic leukemia caused by somatic mutations of KRAS.
 45. A method for treating a cancer in a patient, said method comprising administering to the patient a therapeutically effective amount of the compound of claim 1, or a pharmaceutically acceptable salt thereof; wherein the cancer is selected from carcinomas, hematological cancers, sarcomas, and glioblastoma.
 46. (canceled)
 47. The method of claim 45, wherein the hematological cancer is selected from myeloproliferative neoplasms, myelodysplastic syndrome, chronic and juvenile myelomonocytic leukemia, acute myeloid leukemia, acute lymphocytic leukemia, and multiple myeloma.
 48. The method of claim 45, wherein the carcinoma is selected from pancreatic, colorectal, lung, bladder, gastric, esophageal, breast, head and neck, cervical, skin, and thyroid.
 49. A method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12C mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of the compound of claim 1, or a pharmaceutically acceptable salt thereof. 